Common use of DELIVERY, TITLE, TRANSPORTATION, RISK OF LOSS, PACKAGING OF PRODUCTS Clause in Contracts

DELIVERY, TITLE, TRANSPORTATION, RISK OF LOSS, PACKAGING OF PRODUCTS. A. Shipment of Products shall be from CFM’s facility in Evendale, Ohio, Xxxxxxx, Ohio, Erlanger, Kentucky, or point of manufacture, or other facility in a nation other than the United States at CFM’s option. B. Delivery of all Products shall be as follows (hereinafter, “Delivery”): (i) [*] (ii) [*] CFM shall bear the risk of loss of Products until delivered to the Delivery location described above. Upon Delivery, title to Products as well as risk of loss thereof or damage thereto shall pass to Airline. Airline shall be responsible for all risk and expense in obtaining any required licenses and carrying out all customs formalities for the importation of goods into Colombia. CFM shall be responsible for all risk and expense in obtaining any required licenses and carryout of all customs formalities for the export of goods hereunder imposed by all other jurisdictions and in accordance with the Article titled “Government Authorization” of this Agreement. C. CFM shall arrange and pay for transportation of such Products from the point of shipment described in Paragraph A of this Article until Delivery in accordance with Paragraph B of this Article. D. Notwithstanding that Delivery of Products shall be as set forth in Paragraph B of this Article, Airline shall arrange for transportation of such Products from the point of shipment described in Paragraph A of this Article until Delivery in accordance with Paragraph B of this Article. CFM agrees to timely contact Airline’s freight forwarder prior to shipment in order to facilitate the transportation activity. For shipment of major items such as spare Engines which (i) require that the ground transportation carrier enter CFM’s facilities and

Appears in 2 contracts

Samples: General Terms Agreement (Avianca Holdings S.A.), General Terms Agreement (Avianca Holdings S.A.)

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DELIVERY, TITLE, TRANSPORTATION, RISK OF LOSS, PACKAGING OF PRODUCTS. A. Shipment of GE Products and GE-LLC Products shall be from CFMGE’s facility in Evendale, Ohio, U.S.A., Xxxxxxx, Ohio, U.S.A., or Erlanger, Kentucky, U.S.A., or point of manufacture, or other facility in a nation other than the United States at CFMGE’s option. B. Delivery of all GE Products and GE-LLC Products shall be as follows (hereinafter, hereinafter “Delivery”): (i) [*]For GE Products and GE-LLC Products shipped from the U.S. to a domestic U.S. destination, Delivery of such GE Products and GE-LLC Products shall be Ex Works (Incoterms 2000) at the point of shipment described in Paragraph A of this Article; (ii) [*] CFM For GE Products and GE-LLC Products shipped from the U.S. to a destination outside the U.S., Delivery of such GE Products and GE-LLC Products shall bear be to Airline at the risk frontier of loss the destination country. Unless otherwise agreed, Airline shall be responsible for exporting the GE Products and GE-LLC Products out of the U.S.; (iii) For GE Products until delivered to and GE-LLC Products shipped from a location outside the U.S., Delivery location described aboveof such GE Products and GE-LLC Products shall be Ex Works (Incoterms 2000) from such foreign GE facility. Upon Delivery, title to GE Products and GE-LLC Products as well as risk of loss thereof or damage thereto shall pass to AirlineBuyer. Airline Buyer shall be responsible for all risk and expense in obtaining any required licenses and carrying out all customs formalities for the exportation and importation of goods into Colombia. CFM shall be responsible for all risk and expense in obtaining any required licenses and carryout of all customs formalities for the export of goods hereunder imposed by all other jurisdictions and in accordance with the Article titled “Government Authorization” of this Agreement. C. CFM Buyer shall arrange and pay for transportation of such GE and GE-LLC Products from the point of shipment described in Paragraph A of this Article until Delivery in accordance with Paragraph paragraph B of this Article. D. Notwithstanding Products subject to Buyer’s purchase orders that Delivery of Products have been accepted by GE shall be delivered by GE within the lead times as set forth in Paragraph B of this Article, Airline shall arrange for transportation of such Products from the point of shipment described Catalog (if applicable) or in Paragraph A of this Article until Delivery in accordance with Paragraph B of this Article. CFM agrees to timely contact Airline’s freight forwarder prior to shipment in order to facilitate the transportation activity. For shipment of major items such as spare Engines which (i) require that the ground transportation carrier enter CFM’s facilities andan individual purchase order.

Appears in 2 contracts

Samples: General Terms Agreement (Avianca Holdings S.A.), General Terms Agreement (Avianca Holdings S.A.)

DELIVERY, TITLE, TRANSPORTATION, RISK OF LOSS, PACKAGING OF PRODUCTS. A. Shipment of GE Products and GE-LLC Products shall be from CFMGE’s facility in Evendale, Ohio, U.S.A., Xxxxxxx, Ohio, U.S.A., or Erlanger, Kentucky, U.S.A., or point of manufacture, or other facility in a nation other than the United States at CFMGE’s option. B. Delivery of all GE Products and GE-LLC Products shall be as follows (hereinafter, hereinafter “Delivery”): (i) [*]For GE Products and GE-LLC Products shipped from the U.S. to a domestic U.S. destination, Delivery of such GE Products and GE-LLC Products shall be Ex Works (Incoterms 2000) at the point of shipment described in Paragraph A of this Article; (ii) For GE Products and GE-LLC Products shipped from the U.S. to a destination outside the U.S., Delivery of such GE Products and GE-LLC Products shall be to Airline once the GE Product or GE-LLC Product is over international waters (i.e., 12 miles offshore of the U.S.), or, if the GE Product or GE-LLC Product does not cross international waters during transport, at the frontier of the destination country. Unless otherwise agreed, Airline shall be responsible for exporting the GE Products and GE-LLC Products out of the U.S.; [***] CFM Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. HAWAIIAN AIRLINES, INC - 1-1026296 8 (iii) For GE Products and GE-LLC Products shipped from a location outside the U.S., Delivery of such GE Products and GE-LLC Products shall bear the risk of loss of Products until delivered to the Delivery location described abovebe Ex Works (Incoterms 2000) from such foreign GE facility. Upon Delivery, title to GE Products and GE-LLC Products as well as risk of loss thereof or damage thereto shall pass to Airline. Airline shall be responsible for all risk and expense in obtaining any required licenses and carrying out all customs formalities for the exportation and importation of goods into Colombia. CFM shall be responsible for all risk and expense in obtaining any required licenses and carryout of all customs formalities for the export of goods hereunder imposed by all other jurisdictions and in accordance with the Article titled “Government Authorization” of this Agreement. C. CFM Airline shall arrange and pay for transportation of such GE and GE-LLC Products from the point of shipment described in Paragraph A of this Article until Delivery in accordance with Paragraph B of this Article. D. Notwithstanding Airline understands that Delivery of Products shall be as set forth in Paragraph B of this Article, Airline shall arrange for transportation of such Products from time to time GE will make design improvements to the point of shipment described in Paragraph A of this Article until Delivery in accordance with Paragraph B of this ArticleEngine. CFM agrees GE may elect to timely contact Airline’s freight forwarder prior to shipment issue a Service Bulletin in order to facilitate improve the transportation activityin-service Engines before new production design has cleared production line at the airframer. For shipment Xxxxxxx agrees that it shall not refuse delivery of major items such an Engine from GE or airframer if it does not have the latest design improvement so long as spare Engines which (i) require that the ground transportation carrier enter CFM’s facilities andimprovement does not impact safety and is not the sole resolution to an Airworthiness Directive. At the time of delivery, GE will work with the Airline to determine the timing for incorporation of the Service Bulletins.

Appears in 1 contract

Samples: General Terms Agreement (Hawaiian Holdings Inc)

DELIVERY, TITLE, TRANSPORTATION, RISK OF LOSS, PACKAGING OF PRODUCTS. A. Shipment of GE Products and GE-LLC Products shall be from CFMGE’s facility in Evendale, Ohio, U.S.A., Xxxxxxx, Ohio, U.S.A., or Erlanger, Kentucky, U.S.A., or point of manufacture, or other facility in a nation other than the United States at CFMGE’s option. B. Delivery of all GE Products and GE-LLC Products shall be as follows (hereinafter, hereinafter “Delivery”): (i) For GE Products and GE-LLC Products shipped from the U.S. to a domestic U.S. destination, Delivery of such GE Products and GE-LLC Products shall be [*]****] at the point of shipment described in Paragraph A of this Article; (ii) For GE Products and GE-LLC Products shipped from the U.S. to a destination outside the U.S., Delivery of such GE Products and GE-LLC Products shall be to Airline at the frontier of the destination country. Unless otherwise agreed, Airline shall be responsible for exporting the GE Products and GE-LLC Products out of the U.S.; (iii) For GE Products and GE-LLC Products shipped from a location outside the U.S., Delivery of such GE Products and GE-LLC Products shall be [*****] CFM shall bear from such foreign GE facility. [*****] Confidential material redacted and filed separately with the risk of loss of Products until delivered to the Delivery location described aboveSecurities and Exchange Commission. Upon Delivery, title to GE Products and GE-LLC Products as well as risk of loss thereof or damage thereto [*****] shall pass to Airline. Airline shall be responsible [*****] for all risk and expense in obtaining any required licenses and carrying out all customs formalities for the exportation and importation of goods into Colombia. CFM shall be responsible for all risk and expense in obtaining any required licenses and carryout of all customs formalities for the export of goods hereunder imposed by all other jurisdictions and in accordance with the Article titled “Government Authorization” of this Agreement. C. CFM shall arrange and pay for [*****] transportation of such GE and GE-LLC Products from the point of shipment described in Paragraph A of this Article until Delivery in accordance with Paragraph B 8 of this Article. D. Notwithstanding that Delivery of Products shall be as set forth in Paragraph B of this Article, Airline shall arrange for transportation of such Products from the point of shipment described in Paragraph A of this Article until Delivery in accordance with Paragraph B of this Article. CFM agrees to timely contact Airline’s freight forwarder prior to shipment in order to facilitate the transportation activity. For shipment of major items such as spare Engines which (i) require that the ground transportation carrier enter CFM’s facilities and

Appears in 1 contract

Samples: General Terms Agreement (Azul Sa)

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DELIVERY, TITLE, TRANSPORTATION, RISK OF LOSS, PACKAGING OF PRODUCTS. A. Shipment of Products shall be from CFM’s facility in Evendale, Ohio, U.S.A., Xxxxxxx, Ohio, U.S.A., or Erlanger, Kentucky, U.S.A., or point of manufacture, or other facility in a nation other than the United States at CFM’s option. B. Delivery of all Products shall be as follows (hereinafter, hereinafter “Delivery”): (i1) [*]For Products shipped from the U.S. to a domestic U.S. destination, Delivery of such Products shall be Ex Works (Incoterms 2000) at the point of shipment described in Paragraph A of this Article. The Parties shall use their reasonable best efforts to avoid or minimize the imposition of Taxes on the sale of Products and payments under this Agreement and to transfer the Products from a jurisdiction that provides a commercially reasonable mechanism for obtaining an exemption from sales and use and any similar Taxes. In the event of a change in law that could reasonably be expected to result in Airline becoming liable for Taxes under the terms of this Agreement, the parties will negotiate in good faith to restructure the terms of this Agreement, including the location from which Delivery of the Products is made, in order to eliminate or minimize such Taxes; (ii2) [*] For Products shipped from the U.S. to a destination outside the U.S., Delivery of such Products shall be to Airline over international waters (i.e., 12 miles offshore of the U.S.), or, if the Product does not cross international waters during transport, at the frontier of the destination country. Unless otherwise agreed, Airline shall be responsible for the export of the Products out of the U.S.; (3) For Products shipped from a location outside the U.S., Delivery of such Products shall be FCA (Incoterms 2000) from such foreign CFM shall bear the risk of loss of Products until delivered to the Delivery location described above. facility; Upon Delivery, title to Products as well as risk of loss thereof or damage thereto shall pass to Airline. Airline shall be responsible for all risk and expense in obtaining any required licenses and carrying out all customs formalities for the exportation and importation of goods into Colombia. under U.S. law and CFM shall be responsible for all risk and expense in obtaining any required licenses and carryout of carrying out all customs formalities for the export exportation and importation of goods hereunder imposed under laws other than U.S. laws, unless shipment to such foreign country was requested by all other jurisdictions Airline, in which case Airline shall be responsible for such foreign licenses and in accordance with the Article titled “Government Authorization” of this Agreementcustoms formalities. C. CFM Airline shall arrange and pay for transportation of such Products from the point of shipment described in Paragraph A of this Article until Delivery in accordance with Paragraph B of this Article. D. Notwithstanding that Delivery of Products shall be as set forth in Paragraph B of this Article, Airline shall arrange for transportation of such Products from the point of shipment described in Paragraph A of this Article until Delivery in accordance with Paragraph B of this Article. CFM agrees to timely contact Airline’s freight forwarder prior to shipment in order to facilitate the transportation activity. For shipment of major items such as spare Engines which (i) require that the ground transportation carrier enter CFM’s facilities and

Appears in 1 contract

Samples: General Terms Agreement (Frontier Group Holdings, Inc.)

DELIVERY, TITLE, TRANSPORTATION, RISK OF LOSS, PACKAGING OF PRODUCTS. A. CFM shall supply Products under each purchase order placed by Airline and accepted by CFM, on a mutually agreed upon schedule consistent with CFM lead times and set forth in each purchase order. CFM shall use its commercially reasonable best efforts to meet Airline’s desired delivery schedule and quantity requirements. Shipment of such CFM Products shall be from CFM’s facility in Evendale, Ohio, U.S.A., Xxxxxxx, Ohio, U.S.A., or Erlanger, Kentucky, U.S.A., or point of manufacture, or other facility located in a nation other than the United States US, at CFM’s option. Shipment dates are subject to (1) prompt receipt by CFM of all information necessary to permit CFM to proceed with work immediately and without interruption, and (2) Airline being less than sixty (60) days overdue with respect to the payment terms set forth herein. B. Delivery of all Products shall be as follows (hereinafter, hereinafter “Delivery”): (i) [*]For Products shipped from the U.S. to a domestic U.S. destination, Delivery of such Products shall be Ex Works (Incoterms 2000) at the point of shipment described in Paragraph A of this Article; (ii) [*] CFM For Products shipped from the U.S. to a destination outside the U.S., Delivery of such Products shall bear be to Airline at the risk frontier of loss the destination country. Unless otherwise agreed, Airline shall be responsible for the export of the Products until out of the U.S.; (iii) For Products shipped from a location outside the U.S., Delivery of such Products shall be delivered to Airline or its designated location at a U.S. domestic point of entry; (iv) In the Delivery location described aboveevent shipment cannot be made for reasons set forth in Paragraph F of this Article, delivery shall be to storage. Upon Delivery, title to Products as well as risk of loss thereof or damage thereto shall pass to Airline. Airline shall be responsible for all risk and expense in obtaining any required export and import licenses and carrying out all customs formalities for the exportation and importation of goods into Colombia. CFM shall be responsible for all risk and expense in obtaining any required licenses and carryout of all customs formalities for the export of goods hereunder imposed by all other jurisdictions and in accordance with the Article titled “Government Authorization” of this Agreement. C. CFM shall arrange and pay for transportation of such Products from the point of shipment described in Paragraph A of this Article until Delivery in accordance with Paragraph B of this Article. D. Notwithstanding that Delivery of Products shall be as set forth in Paragraph B of this Article, Airline shall arrange for transportation on behalf of CFM of such Products from the point of shipment in the U.S. described in Paragraph A of this Article until Delivery in accordance with Paragraph B of this Article. All arrangements for Products shipped from a location outside the U.S. to a U.S. shipping point shall be arranged and paid for by CFM. Further notwithstanding that Airline is responsible for arranging transportation of all Products from a U.S. point of entry that it purchases from CFM, CFM agrees to timely contact Airline’s freight forwarder prior to shipment in order to facilitate the transportation activity. For shipment of major items such as spare Engines which (i) require that the ground transportation carrier enter CFM’s facilities andand (ii) necessitate CFM’s assistance in placing such Products into the hands of the carrier, CFM agrees to contact the carrier directly to arrange the carrier’s scheduled arrival at CFM’s facility. Also, CFM agrees, unless otherwise directed by Airline or Airline’s freight forwarder, to select a carrier who will act as Airline’s agent to transport Products on the initial leg of ground transportation. D. For Products shipped from the U.S. to a destination outside the U.S. or for Products shipped from outside the U.S., CFM shall bear the risk of loss and ensure that, in the event of loss of or damage to such Products, it is fully insured against any carrier having custody of the Products at the time of the loss or damage, whether transportation is arranged on Airline’s own aircraft or otherwise. Upon Delivery, risk of loss shall, as stated above, pass to Airline and Airline shall thereafter take measures it deems appropriate with respect thereto. E. Airline shall pay the cost of the transportation of the Products from the point of shipment, except if point of shipment is outside the U.S. and unless directed by Airline, CFM shall pay for all charges to transport the Products to a domestic U.S. point of entry, as well as all customs and import duties and charges to import the Product into the U.S. F. If the Product(s) cannot be shipped when ready due to any cause specified in the Article titled “Excusable Delay” of this Agreement, CFM may place such Product(s) in storage. In such event, all expenses incurred by CFM for activities such as, but not limited to, preparation for and placement into storage and handling, storage, inspection, preservation and insurance shall be paid by CFM. However, if shipment cannot be made due to causes within Airline’s reasonable control, all such expenses related to placing the Product into storage shall be paid by Airline within 30 days presentation of CFM’s invoices. G. Unless otherwise instructed by Airline, CFM shall ship each Product packaged in accordance with CFM’s normal standards for domestic shipment or export shipment, as applicable. Any special boxing or preparation for shipment specified by Airline shall be for Airline’s account and responsibility. The cost of any re-shipping stand or container is not included in the price of the Product. In the event any such CFM-owned items are not returned by Airline to the original point of shipment, in re-usable condition within one hundred twenty (120) days after shipment, Airline will pay CFM the price of such items upon presentation of CFM’s invoice. H. Airline’s order number shall be indicated on all shipments, packing sheets, bills of lading and invoices. CFM shall include with packing sheets the Engine data submittal package which shall be accurate as of the time of shipment. I. CFM shall ship spare Parts packaged and labeled in accordance with ATA Specification No. 300, to a revision mutually agreed in writing between CFM and Airline. CFM shall notify Airline, where applicable, that certain spare Parts are packed in unit package quantities (“UPQs”) or multiples thereof J. Notwithstanding the distinctions set forth in this Article as to when shipment of a Product occurs as opposed to when Delivery of such Product occurs, for all other purposes of the Agreement (including but not limited to (i) escalation of base prices for Products per the Article titled “Product Prices” of this Agreement, (ii) dates to be provided in Airline’s purchase orders to CFM per the Article titled “Product Order Placement” of this Agreement, (iii) payment for Products in accordance with the CFM Payment Terms of this Agreement, and (iv) Exhibit A, Warranties and Guarantees, the terms “deliver” or “delivery” with respect to a Product shall be deemed to mean the shipment of that Product in accordance with the terms hereof. However, use of the terms “delivery” or “deliver” and “shipment” or “ship” shall not be construed so that any acts will pass title or risk of loss or damage with respect to the Products to Airline prior to Delivery in accordance with Paragraph B of this Article.

Appears in 1 contract

Samples: General Terms Agreement (Airtran Airways Inc)

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