Delivery. 8.1 The Contractor shall deliver the Products EXW(Incoterms 2010) at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises. 8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises. 8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products. 8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products. 8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame. 8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs. 8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 2 contracts
Samples: Long Term Agreement, Long Term Agreement
Delivery. 8.1 As stated above, all bids for merchandise delivered via Vendor truck or common carrier are to be shown on the bid two ways 1) as FOB destination, freight prepaid, loaded, inside and 2) as FOB destination freight collect, unloaded inside. When delivery is made using a Vendor truck, Bidders shall include a delivery charge or freight allowance for the collect option, to be invoiced to the Authority as a separate charge. The Contractor Authority will have the sole discretion to determine which method it prefers. The Authority may accept the delivery charge or allowance, or arrange its own transportation on a delivery by delivery basis as requested by the Authority and deduct the allowance from the invoice. Time of delivery shall deliver be between the Products EXW(Incoterms 2010hours 8 A.M. and 3 P.M. Monday through Friday, unless otherwise indicated. All deliveries must be scheduled with Authority personnel at least forty-eight (48) at the Contractor’s premises hours in accordance with this LTA and advance. Merchandise may be returned if prior arrangements are not made with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9delivery location(s). All risks warehouse-merchandise must be shrink-wrapped with clear plastic and palletized on non- returnable pallets. Delivery truck trailer length cannot exceed 45 feet in length. The Authority will not accept an overage in any amount, but will accept partial shipments with the option to cancel the balance of loss or damage the order at the Authority's discretion. In case of partial shipments, Vendors are required to indicate on both the packing slip and the invoice that this is a "Partial Shipment" and must indicate that "Balance Back Ordered." Payment will be made, only for items actually delivered and accepted by the Authority. The Vendor shall ensure that each delivery made to the Products shall remain with the Contractor until delivery takes place Authority is pursuant to and in accordance with the LTAquantity specified, project specification and to the correct delivery point as printed below. In addition to and not in limitation of any rights the Authority may have against the Vendor, the Authority may adjust the total amount of any invoice where inside delivery was specified but was not performed by the Vendor or their delivery agent. The Contractor shall load Vendor is responsible for any and all duplicate deliveries and/or over-shipments. The Authority may not pay for any duplication of deliveries and/or over-shipments. Vendors shipping merchandise via parcel or common carrier are to provide the Products onto Authority with a tracking number upon shipment of the first carrier (truck) collecting merchandise. This information is to be forwarded via e-mail to the Products at address indicated on the Contractor’s premises.
8.2 Delivery shall not exceed the PO or BOA release. Vendors must identify on all shipments and invoices their Purchase Order number of days specified or release number for each item proper receipt and payments. Any deviation from these requests may cause delay in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time payment of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Orderinvoices. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to "Deliver to/Ship to" address for this LTA or a Purchase Order.contract is: CALL SUPERINTENDENT OR DEPT. MANAGER United States
Appears in 2 contracts
Samples: Request for Quotation, Request for Quotation
Delivery. 8.1 The Contractor Products ordered pursuant to this Agreement shall deliver be shipped by Supplier FCA from the Proximity Warehouse to be received by Nortel by the Committed Delivery Date. No partial shipment shall be made without Nortel's prior consent.
8.2 Supplier shall package the Products EXW(Incoterms 2010) at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor packing and external marking practices agreed upon by Nortel and Supplier which shall load comply with any criteria set forth in the Products onto the first carrier (truck) collecting the Products at the Contractor’s premisesSpecifications.
8.2 8.3 Supplier shall xxxx each Product with Supplier's model number and where practical, the description of the Product and its revision level.
8.4 In the event Supplier, for any reason whatsoever, fails to deliver Products to meet a Committed Delivery Date and such failure results in a disruption to Nortel's manufacturing or delivery routines, unless such failure is attributable to force majeure or any wrongful act or omission of NNL, Nortel Subsidiary or Nortel Affiliate, NNL may, by written notice to Supplier, at its option:
(a) cancel the affected quantity of Products in such Purchase Order or Release (without incurring any liability to purchase from Supplier such quantity or affecting its other remedies under this Agreement) and reduce the relevant Target Product Total Stock (as set out in Section 7.1) by an amount not greater than the affected quantity of Products, and Nortel may thereafter purchase the affected quantity of Products (or equivalent products) from third parties and such purchases will count toward Nortel's Share Allocation, Target Allocations and Minimum Commitments; or
(b) allow Supplier to make partial and/or late shipment of some or all of the affected quantity of Products, in which case Nortel will pay for Product actually shipped. Nortel may, without liability, reschedule the Committed Delivery Date for Products provided such rescheduled Committed Delivery Date shall not exceed thirty (30) Business Days from the number date the Products were originally scheduled to be delivered, and such rescheduling shall not prejudice Nortel's obligations pursuant to Section 7.1 for such Products.
8.5 Supplier will notify Nortel of days any anticipated delay in meeting a Committed Delivery Date specified for each item in any Purchase Order or Release and shall reasonably co-operate with Nortel in the respective Purchase Order and implementation by Supplier of any appropriate action or workaround plans with a view to enable Nortel to satisfy its customers' requirements. Upon receiving notification of the Contractor acknowledges that lead time is calculated from the time anticipated delay, Nortel may, by written notice to Supplier, at its option:
(a) permit Supplier to make a partial shipment of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, Products;
(b) permit Supplier to substitute products acceptable to Nortel until the Products are available for dispatch from the Contractor’s premises.delivered; or
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on (c) permit Supplier to implement a Purchase Order, workaround plan acceptable to Nortel and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frameNortel's customers.
8.6 In the event that a delay in delivery is attributable to force majeure, and such delay lasts more than thirty (30) days, the Contractor is not able Parties shall make a joint effort to ensure delivery by the dates specified find a solution; provided, however, that, in the event any delay attributable to force majeure extends for a period such that Nortel's manufacturing or delivery routines are materially adversely affected, Nortel shall have the right, without obligation or liability, to cancel any Release or Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outsOrder affected by such delay.
8.7 Regardless of the Committed Delivery Dates, it is the Parties intent that Supplier's delivery performance will be measured against its ability to meet customer requested dates ("CRD"), among other metrics. CRD is defined as the date Nortel or Nortel Affiliates request that the Product be delivered. These requests for Products will include all forecasted demand plus Flex as determined pursuant to Section 7.1.6. For late delivery greater certainty, Supplier will not, in any way, be in default of Products or for items which do this Agreement if it does not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase OrderCRD.
Appears in 2 contracts
Samples: Supply Agreement (Bookham Technology PLC), Supply Agreement (Bookham Technology PLC)
Delivery. 8.1 The Contractor shall deliver the Products EXW(Incoterms 2010) at the Contractor’s premises in accordance with this LTA Delivery time and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance under the Purchase Orders. Supplier acknowledges it must achieve On Time In Full delivery of the LTA, and it shall use its best endeavors to abide by the delivery dates stated all Products ordered in the Purchase Orders; this is necessary so that YETI can satisfy its customers’ required delivery dates. Supplier agrees to one hundred percent (100%) on-time delivery of the quantities and at the delivery points and times specified by YETI in the Purchase Orders. If there is an actual or anticipated delay in delivery, provided Supplier shall immediately notify YETI in writing of the expected length of the delay and the reason for such delay; such notice, however, that where shall not release Supplier from liability for such late delivery, unless and to the Contractor does not extent and for so long as the actual or anticipated late delivery is due to a Force Majeure Event (as defined below). If Supplier’s deliveries fail to meet the delivery period(sschedule(s) XXX shall be entitled to give the Contractor notice of its intention to cancel under the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified Orders, YETI, in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations addition to its clients other rights and remedies and in its sole discretion, (a) reserves the right to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products refuse all or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% any portion of the value delayed Products and/or to terminate all or a portion of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value this Agreement or all or any one or more of the Purchase OrderOrders; (b) may direct expedited routing and charge Supplier for any excess costs incurred as a result; and (c) may charge Supplier for any costs and losses incurred by YETI due to the delay. The payment or deduction of such liquidated damages Supplier shall not relieve unreasonably anticipate delivery by purchasing materials or manufacturing quantities earlier than or in excess of what is reasonably required to meet YETI’s delivery schedule. Items received in advance or in excess of YETI’s delivery schedule may, at YETI’s option, be returned at Supplier’s risk and expense or shall be retained and payment withheld until the Contractor from any of its other obligations or liabilities pursuant to this LTA or a delivery date(s) set forth in the applicable Purchase Order.
Appears in 2 contracts
Samples: Master Supply Agreement (YETI Holdings, Inc.), Master Supply Agreement (YETI Holdings, Inc.)
Delivery. 8.1 The Contractor shall deliver (a) Delivery of the Products EXW(Incoterms 2010) at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place products in accordance with the LTAdelivery schedule is a material requirement of each purchase order. The Contractor Time is of the essence in fulfilling all purchase orders.
(b) Unless otherwise specified in the relevant purchase order or by the Purchaser, all deliveries shall load the Products onto the first carrier (truck) collecting the Products be made at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days ‘ship to’ address specified for each item in the respective Purchase Order relevant purchase order, and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with the instructions on a Purchase Orderspecified therein, and verification by IDA’s personnel during normal business hours.
(c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or representatives potential labour dispute which is delaying or consignee (if applicable) that threatening to delay the Products are in a satisfactory conditiontimely fulfillment of any purchase order. Inspection and verification Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the Products relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order.
(if applicabled) The Purchaser shall be entitled to reject and refuse acceptance of reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Products not conforming to this LTA Seller and the related Purchase OrderSeller shall comply with such Reschedule Notice for all undelivered items. Payment The Purchaser may request the rescheduling of deliveries for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of special and customised parts and the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it Seller shall use its best endeavors efforts to abide accommodate and comply with such rescheduling.
(e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser.
(f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense.
(g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to:
(i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and
(ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery dates stated date specified in the Purchase Ordersrelevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, provided however, that where this shall constitute a breach by the Contractor Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order.
(h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery period(sschedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements.
(i) XXX The Purchaser shall be entitled have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date.
(j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof.
(k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give the Contractor sufficient notice of its intention the change in lead time to cancel the Purchase Order unless Products Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are delivered made within the agreed and specified time frameoriginal lead time.
8.6 In (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Contractor Seller is not able unable, for any reason, to ensure delivery by fulfill in a timely manner the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% purchase order of the value Purchaser and those of the Products pursuant Seller’s other customers, due to a Purchase Order per additional day shortage of delaycomponents or any other reason, up to a maximum the Seller shall ensure that the Purchaser has priority of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Ordersupply.
Appears in 2 contracts
Samples: General Terms and Conditions of Purchase, General Terms and Conditions of Purchase
Delivery. 8.1 The Contractor Delivery of all Contract items shall deliver the Products EXW(Incoterms 2010) at the Contractor’s premises be made in accordance with this LTA Appendix B, § 45, Product Delivery and with § 47, Contractor must offer (a) dock delivery, (b) inside delivery, and (c) inside delivery to desk/bench top at no additional charge. Inside delivery and inside delivery to desk/bench will be made only when the quantities delivery is a) feasible, b) the delivery location is mutually agreed upon by the Authorized User’s Agency and other instructions as specified Contractor and c) inside delivery can be pre-arranged. There shall be no charges for delivery except in the Purchase Orders (for shipping instructions, refer to Artinstance of special handling as noted in the paragraph below. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination made in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are from each Authorized User. Orders shall be delivered within three (3) Business Days from the agreed time of receipt of order, except in the instances where the items being ordered require special handling. If an Authorized User requires an inside delivery (storeroom or desk), it must clearly indicate on the Purchase Order what inside delivery is required and specified time framethe specific location where inside delivery is required to be made. (Authorized Users should use terminology such as "INSIDE DELIVERY TO ROOM [number] LOCATED ON [number] FLOOR," etc.
8.6 In , when inside delivery is required.) Delivery for items requiring special handling may be charged to Authorized Users. Orders shall be received in accordance with § 2.15, Ordering. Special Delivery shall be expressed in number of calendar days required to make delivery after receipt of a purchase order. Delivery shall be the event that most economical method for the Contractor is not able to ensure proper delivery of the product unless special instructions are stated on the order by the dates specified Authorized User. Authorized User must be informed of the additional cost prior to delivery and agree in writing to the Purchase Orderadditional charge. Shipping costs must be prepaid by the vendor and may be added to the invoice with a copy of the freight xxxx. Dry ice charges will only be allowable and charged to Authorized Users the manufacturer determines the item(s) need to ship on ice for quality control. Hazardous materials fees will only be allowable and charged to the Authorized Users when the shipper assesses a hazardous materials charge based on the item’s composition. Overnight service charges will only be allowable and charged to the Authorized User if the Authorized User requests overnight delivery when the item could be delivered within (3) Business Days from the time of receipt of order. In any event, XXX delivery shall be entitled the most economical method and the Authorized User must be informed of the additional cost prior to request delivery and agree in writing to the Contractor to pay any additional transport costs charge. Expedited, overnight delivery air service when standard delivery service is available and the item(s) could be delivered within (e.g. airlifting3) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages Business Days from the Contractor time of receipt of order will only be allowable and deduct 0.2% charged to the Authorized Users when such delivery is requested by the Authorized User. The Authorized User must be informed of the value of additional cost prior to delivery and agree in writing to the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.charge
Appears in 2 contracts
Samples: Medical and Laboratory Supplies and Equipment Agreement, Agreement for Medical and Laboratory Supplies and Equipment
Delivery. 8.1 The Contractor Ypsomed shall deliver the Products EXW(Incoterms number of Component Sets set out in the relevant Purchase Order by the Delivery Date (“Delivery”), provided that over-delivery or under-delivery of up to [***] of the ordered amount shall be allowed. Component Sets shall be delivered to AMAG FCA Ypsomed's manufacturing facility indicated in the Quality Agreement (Incoterms 2010) and title shall pass upon Delivery at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premisessuch facility.
8.2 Ypsomed shall notify AMAG of any expected delay in Delivery and will make commercially reasonable efforts to effect Delivery as quickly as possible. The Parties shall, if requested by AMAG, renegotiate the date(s) of Delivery of all placed Purchase Orders following a delayed Delivery. Ypsomed may, upon AMAG’s prior written consent, make partial deliveries to maintain continuous supply. In case Ypsomed anticipates that it may not be able or is unable to Deliver all Components Sets by more than [***] after the Delivery Date set forth in a Purchase Order, Ypsomed shall not exceed notify AMAG in writing immediately and provide an explanation thereof. Ypsomed shall discuss with AMAG potential remedies and propose as soon as reasonably possible a mitigation plan to AMAG’s reasonable satisfaction, which will include concrete measures in line with Ypsomed’s business continuity plan, such as the number introduction or increase of days specified shift work, an internal second source option, or safety stock provisions; as well as any other measures in order to provide a fast and secure recovery of the supply of Component Sets. Notwithstanding the foregoing, if Ypsomed is or will be unable for each item any reason to deliver all Component Sets within [***] of the Delivery Date in the respective Purchase Order, then AMAG may, at its sole discretion, (i) cancel such Purchase Order without penalty to AMAG and the Contractor acknowledges that lead time is calculated from the time number of issuance of a Component Sets in such cancelled Purchase Order accepted shall be counted toward the Annual Minimum Quantity for the calendar year in which the cancelled Purchase Order was submitted, or (ii) accept Delivery of the Component Sets on a delivery date mutually agreed to by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premisesParties.
8.3 Delivery shall only be completed upon Ypsomed will convey good title to the arrival Component Sets to AMAG on the date of the Products at the final destination in accordance with instructions on a Purchase OrderDelivery, free and verification by IDA’s personnel clear of any lien or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Productsencumbrance.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 2 contracts
Samples: Supply Agreement (Palatin Technologies Inc), Supply Agreement (Amag Pharmaceuticals, Inc.)
Delivery. 8.1 The Contractor shall deliver the Products EXW(Incoterms EXW, FCA or DAP (Incoterms 2010) at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order in accordance with the terms of this LTA and the Contractor acknowledges that production lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- non-conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control AgentConsignment Inspection and Sampling Agency (CSI), does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified confirmed in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control inspection cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 2 contracts
Samples: Long Term Agreement, Long Term Agreement
Delivery. 8.1 TIME IS OF THE ESSENCE IN THE DELIVERY OF ALL PRODUCTS AND SERVICES. Buyer’s schedules are based upon the delivery dates shown on the face of an Order. Buyer may cancel any Order without penalty if delivery is not made by the date and time specified in the Order. No change in the scheduled delivery date will be permitted, unless Xxxxx has otherwise agreed in writing to such change. Buyer’s acceptance of Products after the scheduled delivery date shall not be deemed to be a waiver of Buyer’s rights with respect to such late delivery, nor shall it be deemed a waiver of Seller’s obligation to comply with future scheduled delivery dates and times. The Contractor Products shall deliver the Products EXW(Incoterms 2010) at the Contractor’s premises be delivered in accordance with this LTA and with the quantities and other instructions as on the dates or on expiry of the periods specified in the Purchase Orders Order to the place(s) named therein at the risk of the Seller, and under Seller’s insurance, but in no event shall the Products be shipped before the earliest shipping date specified on the face of the Order. Upon delivery of the Products, Buyer shall sign a Proof of Delivery (for shipping instructions“POD”), refer to Artit being understood that signing a POD only signifies that a shipment was received by Buyer or its agents and not that the Products have been accepted. 9). All risks of loss or damage Title to the Products shall remain with pass to the Contractor until delivery takes place in accordance with Buyer on the LTA. The Contractor shall load earlier of payment by Buyer to Seller of the Products onto or Xxxxx’s signing of the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery POD. Transfer of such title shall not exceed the number in any way prejudice Xxxxx’s rights of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time rejection. If any or all of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from not delivered on the Contractor’s premises.
8.3 Delivery shall only be completed upon date(s) specified in the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) Buyer shall be entitled to accept or reject any such Products and refuse acceptance return rejected Products at Seller’s risk and expense without prejudice to any other of the Products not conforming to this LTA and the related Purchase Orderits rights. Payment for any non- conforming Products pursuant to this LTA Buyer shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall also be entitled to give recover from the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery Seller any monies paid by the dates specified Buyer in the Purchase Order, XXX shall be entitled to request the Contractor to pay respect of such returned Products together with any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may expenditure reasonably be incurred as by the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outsBuyer in obtaining other products in replacement.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 2 contracts
Samples: Purchase Order Terms and Conditions, Purchase Order Terms and Conditions
Delivery. 8.1 The Contractor shall deliver the Products EXW(Incoterms EXW, FCA or DAP (Incoterms 2010) as follows: at the Contractor’s premises for EXW; at named place as quoted for FCA, and at consignee warehouse for DAP, in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. Section 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load LTA and INCOTERMS specified in the Products onto the first carrier (truck) collecting the Products at the Contractor’s premisesPurchase Orders.
8.2 Delivery shall not exceed the number of days specified as committed by contractor for each item in the respective Purchase Order and at the time of order confirmation in accordance with the terms of this LTA. Contractor acknowledges that production lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the to Contractor to when Products are available ready for PSI or dispatch from (in case PSI is not required) at the Contractor’s premisespremises of the supplier along with the required shipping documents as specified in the Purchase order.
8.3 Delivery shall only be considered as completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an as acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control AgentCSI, does not involve change the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the this LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders. If supplier cannot accept and commit to the goods readiness date as requested in the Purchase Orders, provided however, that where XXX has the Contractor does not meet the delivery period(s) XXX shall be entitled right to give the Contractor notice of its intention to cancel place the Purchase Order unless Products are delivered within the agreed and specified time framewith another supplier.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified confirmed in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control inspection cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 2 contracts
Samples: Long Term Agreement, Long Term Agreement
Delivery. 8.1 The Contractor shall deliver the Products EXW(Incoterms 2010) at the Contractor’s premises Delivery must be in accordance with this LTA and strict compliance with the quantities and other instructions as specified schedule contained in the Purchase Orders (for shipping instructions, refer to Art. 9)Order. All risks goods to be delivered hereunder shall be packaged to insure safe arrival at their destination, to secure the best transportation means and to comply with the requirements of common carriers. Delivery shall be made by Seller at such times and places and of such goods and quantities as may from time to time he specified by Buyer. If Seller fails to meet its schedule delivery dates and Buyer elects to call for expedited shipments, Seller will pay the difference between the method of shipping specified and the actual expedited rate incurred. Seller shall be responsible for any additional charges resulting from deviation from Xxxxx's routing instructions. If Seller fails to make delivery promptly and regularly as required hereunder, Xxxxx may, in addition to other remedies available at law, terminate the Order by giving notice to Seller. Title and risk of loss shall remain with Seller until goods are delivered to the F.O.B. point specified herein. Notwithstanding such delivery, Seller shall bear risk of loss or damage to goods purchased hereunder from the Products time that Xxxxx gives notice of rejection of goods pursuant to the inspection provision of these terms and conditions. If Seller encounters or anticipates difficulty in meeting the delivery schedule, Seller shall remain with immediately notify Buyer in writing, giving pertinent details, provided, however, that such data shall be informational only in character and shall not be construed as a waiver by Buyer of any delivery schedule or date or of any rights or remedies provided by law or the Contractor until delivery takes place Contract. Parts fabricated in excess of or in advance of Xxxxx's release are at Seller's risk. Buyer reserves the right, without loss of discount privileges, to pay invoices covering goods shipped in advance of the schedule on the normal maturity after the date specified for delivery. Buyer also reserves the right, without loss of discount privileges, to pay invoices only after successful acceptance testing has been accomplished, when such test is performed by the Buyer and is a requirement in the Order. Xxxxx's order numbers and symbols must be plainly marked on all invoices, packages, bills of lading shipping orders. For each shipment, shipping memos, packing lists and certification of compliance and/or assurance must accompany materials. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. Material must be in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premisesXxxxx's instructions.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 2 contracts
Samples: Purchase Order Terms and Conditions, Purchase Order Terms and Conditions
Delivery. 8.1 The Contractor Supplier shall provide the Services specified in the Purchase Order to the Site(s) in accordance with the Milestones. The Supplier shall deliver the Products EXW(Incoterms 2010) at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer Order to Artthe Delivery Location on the Delivery Date. 9). All risks Delivery of loss or damage to the Products shall remain with be complete on the Contractor until delivery takes place in accordance with completion of the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival unloading of the Products at the final destination Delivery Location (Delivery). Title and risk in accordance the Products shall pass to L&P on Delivery. The Supplier shall not deliver the Products by instalments except with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the prior written consent of the L&P. If the Products are in a satisfactory condition. Inspection and verification of not delivered on the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel specified Delivery Date then without limiting any other right or representatives or consignee (if applicable) shall be entitled remedy L&P may have, L&P may: refuse to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for take any non- conforming Products pursuant to this LTA shall not be deemed an acceptance subsequent attempted delivery of the Products.
8.4 The Contractor acknowledges that ; terminate the Agreement with immediate effect; obtain substitute products from another supplier and recover from the Supplier any inspection and/or verification costs and expenses reasonably incurred by L&P in obtaining such substitute products; and subject to clause 16 (Limitation of liability), claim damages for any other costs, expenses or losses resulting from the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients Supplier's failure to deliver the Products on time and the Delivery Date, provided that the Supplier shall have no liability for any failure or delay in delivering the Products to avoid stock outs.
8.7 For late the extent that such failure or delay is caused by the L&P's failure to comply with its obligations under this Agreement. If L&P fails to accept delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant on the specified Delivery Date, then, except where such failure or delay is caused by the Supplier's failure to comply with its obligations under this Agreement, the Order shall be deemed to have been delivered at 9.00am on the Delivery Date and the Supplier shall store the Products until delivery takes place, and charge L&P for all reasonable related costs and expenses (including insurance). Each Delivery of Products shall be accompanied by a delivery note from the Supplier showing the Purchase Order per additional day of delaynumber, up to a maximum of 10% of the value date of the Purchase OrderOrder and type and quantity of Products included in the delivery. The payment or deduction of If the Supplier requires L&P to return any packaging materials to the Supplier, that fact must be clearly stated on the delivery note accompanying and any such liquidated damages returns shall not relieve be at the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase OrderSupplier's expense.
Appears in 2 contracts
Samples: Services Agreement, Services Agreement
Delivery. 8.1 The Contractor shall deliver Generally, and unless otherwise expressly established in writing, the Products EXW(Incoterms 2010) at sale will be made “Ex Works”, i.e., GOIZPER will provide the Contractor’s premises in accordance with this LTA and with goods to the quantities and other instructions as specified Customer – or to the haulage contractor hired by the latter to transport goods to their facilities - in the Purchase Orders facilities of GOIZPER. From that moment, all expenses (for shipping instructionstransport, refer to Art. 9insurance, customs, etc.). All , as well as the risks of damage or loss or damage of goods, shall be met by the Customer. For such purposes, the provision of the goods shall be understood as depositing them in the facilities of GOIZPER and the corresponding notice to the Products shall remain with customer or, in their absence, the Contractor until haulage contractor assigned, whether this notice is made by GOIZPER by telephone or in writing. In case of telephone notice, the existence of a notice will be presumed if thirty (30) days have elapsed since the estimated delivery takes place in accordance with date communicated by GOIZPER without the LTA. The Contractor shall load Customer – or their haulage contractor – having picked up the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated goods from the time facilities of issuance GOIZPER. GOIZPER will never offer closed, final and/or binding delivery dates. In this regard, all delivery dates indicated by GOIZPER will only be approximate and communicated by GOIZPER in good faith and solely for the purpose of facilitating a Purchase Order accepted by the Contractorsmooth business relationship. As a result, including the manufacturing period, until the Products are available GOIZPER will not assume any direct or consequential liability for dispatch any type of losses or damages arising from the Contractor’s premises.
8.3 Delivery shall only be completed upon delivery of goods before or after the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are estimated delivery date communicated in a satisfactory conditionnon-binding manner. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery of any delay by the dates specified Customer in receiving the goods provided in the Purchase Orderaforementioned terms, XXX shall be entitled GOIZPER reserves the right to claim from the Customer the payment of an amount equivalent to the storage costs incurred by the demurrage of the materials from the seventh working day after the provision of the goods until the actual receipt thereof. If the delay continues for a period of more than ninety (90) days, GOIZPER may make use of them at its free will, without prejudice to the right of GOIZPER to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% payment of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Orderstorage costs indicated herein.
Appears in 2 contracts
Samples: General Conditions of Sale, General Conditions of Sale
Delivery. 8.1 The Contractor shall deliver the Products EXW(Incoterms 2010) at the Contractor’s premises Seller shall, in accordance with this LTA and with Section 6, deliver the quantities and other instructions as specified in Items to Purchaser on the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truckdate(s) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified indicated in the Purchase Order. If Seller anticipates that it will not deliver the Items on the date(s) indicated, XXX Seller shall immediately notify Purchaser by the fastest available means, of the anticipated failure and the anticipated actual delivery date. If Seller fails to make delivery of any part of the Items on the date(s) indicated in the Purchase Order and per the terms of the Contract, the Purchaser may terminate the Purchase Order and/or the Contract and pursue other remedies. Without prejudice to the other rights of Purchaser, in case of delay in delivery from the due date the Seller shall be entitled to request the Contractor liable to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2amounting to 1.0% of the value of the Products pursuant to a Purchase Order Items delivered late per additional day of delay, week up to a maximum of 10% of the entire value of the Purchase Order. The payment or deduction In case of such liquidated damages shall not relieve delay in delivery by more than four (4) weeks Purchaser reserves the Contractor right to purchase the Items from any of its other obligations or liabilities pursuant to sources other than Seller and shall recover any additional costs incurred by Purchaser in this LTA or a regard from Seller. Unless otherwise specified in the Purchase Order, all shipments shall be delivered F.O.B. to the destination designated by Purchaser in the Purchase Order, and title and risk of loss shall remain with Seller until the Items in a completed state are received by Purchaser, its agent or consignee regardless of whether or not Purchaser has made full payment for the Items. In case of local buy, Seller will intimate Purchaser by shipping notices at F.O.B. destination in advance. Other relevant shipping document copies should be submitted by Seller to Purchaser’s designated address mentioned in the Purchase Order. In case of imports, Seller will mail bills of lading and shipping notices directly to the F.O.B. destination on the day of shipment. Bills of lading shall indicate the relevant Purchase Order number. Purchaser may require adherence to its routing instructions, and any savings resulting from adherence to such instructions shall be for the benefit of Purchaser.
Appears in 2 contracts
Samples: General Terms and Conditions of Purchase, General Terms and Conditions of Purchase
Delivery. 8.1 The Contractor shall deliver 4.1 All Deliveries must take place at the Products EXW(Incoterms 2010agreed moment or within the agreed time schedule and for the agreed price. If and insofar as the Supply consists of goods, Delivery will take place Carriage Paid including duties (DDP, Incoterms 2020) at the Contractor’s premises in accordance with this LTA address and with time indicated by the quantities Buyer.
4.2 All agreed delivery times and other instructions as specified in moments agreed between the Purchase Orders (for shipping instructions, refer Buyer and the Supplier are considered to Art. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTAbe strict deadlines. The Contractor shall load mere exceeding of an agreed term means that the Products onto the first carrier (truck) collecting the Products at the Contractor’s premisesSupplier is in default with immediate effect, without such requiring a further notice of default.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 4.3 In the event a penalty is imposed in connection with late or defective Delivery, such a penalty will never substitute any right to compensation on the part of the Buyer and the Buyer will remain fully entitled to claim specific performance, suspension and/or dissolution of the Agreement in question in addition to this penalty.
4.4 If it is impossible or the risk exists that it will be impossible for the Contractor Supplier to comply with its obligations in time, it will be obliged to notify the Buyer thereof immediately.
4.5 The Buyer will not accept partial Deliveries, unless this has been agreed in writing with the Supplier and without additional cost for the Buyer.
4.6 The Buyer will not accept Deliveries made early, unless this takes place with its prior, written approval.
4.7 In the event the Buyer is not able unable to ensure accept the Supply or cooperate in the Delivery as a result of force majeure, including any failure on the part of its purchasers, postponement of delivery to its purchasers and/or non-performance or cancellation of orders by its purchasers, the Supplier will be obliged to postpone the Delivery at the Buyer’s request, without additional costs for the Buyer, for a reasonable period to be determined by the dates specified in the Purchase OrderBuyer, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred and, if and insofar as the result Supply consists of IDA’s obligations to its clients to deliver the Products on time goods, keep these properly packed, identifiable and to avoid stock outsseparately stored and safe and insured.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee4.8 If an acceptance test was agreed, XXX can claim liquidated damages from the Contractor and deduct 0.2% receipt of the value confirmation sent by the Buyer to the Supplier as referred to in article 10.7 of these Purchase Conditions will apply as the Products pursuant to a Purchase Order per additional day moment of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase OrderDelivery.
Appears in 2 contracts
Samples: General Purchase Conditions, Supply Contract
Delivery. 8.1 The Contractor 5.1 Delivery takes place on agreed ICC INCOTERMS. If no INCOTERMS apply, delivery shall deliver the Products EXW(Incoterms 2010) be understood to occur at the Contractor’s premises moment unloading has finished taking place at the location designated by Buyer.
5.2 Time of delivery of the Goods and of performance of the Services is of the essence and shall start to run from the date of acceptance by the Seller of the Purchase Order or the date on which the Seller is placed in accordance with this LTA possession of such information and with drawings as may be necessary to enable him to start work on the quantities and other instructions as specified Goods or the Services, whichever may be the later.
5.3 Exceeding the completion deadlines for the execution of the Services or delivery dates of the Goods shall automatically result in the Purchase Orders (for shipping instructions, refer application of a penalty equal to Art. 9). All risks 1% of loss or damage to the Products shall remain with total amount of the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time per working day of issuance of a Purchase Order accepted by the Contractordelay, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival capped at 10% of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification total amount of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for This penalty may not under any non- conforming Products pursuant to this LTA shall not circumstances be deemed an acceptance considered as a waiver of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors right to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel terminate the Purchase Order unless Products are delivered within according to art.14.2 or to claim additional compensation for any loss suffered by the agreed and specified time frameBuyer.
8.6 In 5.4 Delivery of Goods in instalments shall be permitted only with the event that consent of the Contractor Buyer and such permission, if given, shall not entitle the Seller to claim payment prior to completion of the Agreement unless the Buyer has agreed in writing.
5.5 If the Buyer is not able to accept delivery of the Goods or installation of the Goods when due, the Seller shall be responsible for arranging suitable storage at suitable premises of the Goods, advising the Buyer beforehand of the particulars of such proposed storage and the Seller shall also ensure that the Goods and the premises in which they are stored are properly insured against all the usual risks and notify the Buyer of such insurance cover.
5.6 If delivery by is made before the dates delivery date specified in the Purchase Order, XXX the Buyer may return the Goods to the Seller at the Seller's risk and expense.
5.7 Each delivery must be accompanied by details of the exact quantity and description of the Goods and/or the Services performed. Shipping documents stating the relevant Purchase Order number for each shipment must be sent by regular mail or email to the plant or office which issued the Purchase Order on the day on which the shipment is made, marked for the attention of the logistic/receiving office. Invoices stating the relevant Purchase Order number should be sent on .pdf form to XXxxxxxxxxXX@xxxxxx.xxx. When Goods are invoiced by the Seller but shipped by a third party, the invoice shall bear the name of the shipper and the point from which the delivery originated. If shipment is not delivered to the allnex premises, the original bill of lading must be furnished with the invoice(s).
5.8 Delivery is completed only if the agreed Goods or Services are delivered in their entirety in accordance with the Agreement at the location designated by Buyer.
5.9 The Seller shall provide Buyer a current material safety data sheet (“MSDS”) for each Good supplied to Buyer under the Agreement on an annual basis or sooner in the event such document has been modified.
5.10 If the Seller is in the position of being able to supply some but not all of its customers, the Buyer shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% given priority over all other of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase OrderSeller's customers.
Appears in 2 contracts
Samples: General Terms and Conditions of Purchase, General Terms and Conditions of Purchase
Delivery. 8.1 5.1 The Contractor shall Seller covenants and agrees with the Buyer with respect to delivery of the Product that the Seller will:
(a) at its sole risk and expense deliver the Products EXW(Incoterms 2010) FOB at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructionsPlant, refer to Art. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load delivery and packaging instructions of the Buyer;
(b) notify the Buyer without delay when the Products onto are ready for pick-up;
(c) maintain at its own cost adequate storage to facilitate delivery of the first carrier Products;
(truckd) collecting provide an maintain at its own cost suitable load-out facilities for the Products at the Contractor’s premisesPlant;
(e) bear all costs and risks associated with the Products until such time as the Products are delivered to the Buyer or the Buyer's representative in accordance with section 5.1
(a) herein;
(f) provide and maintain at its own cost all equipment necessary to load the Products in the Buyer's or the Buyer's representative truck at the Plant; and
(g) collect and provide to the Buyer or its representative, samples from each shipment of Product delivered.
8.2 Delivery 5.2 The Seller will provide the Buyer and the Buyer's authorized employees, agents and contractors with free and reasonably unrestricted and undelayed access to the loading area at the Plant in order to allow the Buyer to meet its Product's removal obligations in an efficient and expeditious manner.
5.3 The Seller will be responsible for truck demurrage time in excess of one (1) hour and will reimburse the Buyer for such truck demurrage at the rate such cost is incurred, plus ten (10%) percent administrative penalty. Such truck demurrage time shall not exceed three (3) hours per incident unless greed to in advance by the number Seller.
5.4 The Buyer will advise the Seller when the Buyer has encountered any material non-performance of days specified any obligation of the Seller pursuant to this Article 5 and the Seller will have a reasonable time to cure any such non-performance. The Seller will notify the Buyer within twenty-four (24) hours of receiving such notice from the Buyer of the Seller's remedy for each item the non-performance indicated by the Buyer.
5.5 The Buyer covenants and agrees with the Seller with respect to the delivery of Products that the Buyer will:
(a) promptly remove Products from the Plant so as to avoid any interruption in the respective Purchase Order and operator's regular plant operations; and
(b) pick-up at regular intervals the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival samples of the Products at collected by the final destination in accordance with instructions on a Purchase Order, Seller pursuant to Section 5.1(g) herein.
5.6 Should the Buyer fail for any reason to promptly take delivery of and verification by IDA’s personnel or representatives or consignee (if applicable) that remove the Products are in a satisfactory condition. Inspection and verification from the Plant, the Seller may send written notice to the Buyer by personal delivery or facsimile to the Buyer's office of the Buyer's failure to do so. If the Buyer fails to take delivery within twenty-four (24) hours of receipt of such notice, then the Seller will be free to remove and sell such Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Productsother buyers at its discretion.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor 5.7 If Product does not meet the delivery period(s) XXX shall be entitled standards as set out in Schedule A, the Seller may request the Buyer's assistance in disposing of such Product. If Buyer agrees to give dispose of such Product in advance or if subsequent to acceptance of Product by the Contractor notice Buyer the Product is found not to meet the required standard, the Buyer will use its reasonable efforts to dispose of such Product in a cost efficient way at the best available market price. If Buyer is able to sell such Product, it will evenly divide the net proceeds with the Seller (after accounting for its intention to cancel costs). If the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor Buyer is not able to ensure delivery by sell such Product, the dates specified Seller will re-take the Product at its expense, and in the Purchase Order, XXX shall any event Buyer will be entitled to request the Contractor setoff its reasonable costs with notice to pay Seller against any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations other sums owed to its clients to deliver the Products on time and to avoid stock outsSeller.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 2 contracts
Samples: Master Services Agreement (Planet Earth Recycling Inc), End Product Purchase Agreement (Planet Earth Recycling Inc)
Delivery. 8.1 1. The Contractor shall deliver the Products EXW(Incoterms 2010) at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as deadline for delivery and/or service specified in the Purchase Orders order is binding. The delivery and/or service deadlines are understood to represent the receipt of the delivery at our works or at the delivery address (for shipping instructions, refer delivery) that we have named.
2. Early deliveries or partial deliveries may only be made with our written consent. We are entitled to Art. 9). All risks of loss or damage refuse to accept goods that are not delivered according to the Products shall remain delivery deadline specified in the order and to return them to the supplier or store them with the Contractor until a third party at Supplier‘s expense and risk.
3. A delivery takes place in accordance note, which must include our order number and order item, must be included with the LTAevery delivery.
4. The Contractor shall load the Products onto the first carrier (truck) collecting the Products consequences of incorrect or incomplete shipping documents, or shipping documents that are received late, are at the Contractor’s premisesSupplier‘s expense.
8.2 Delivery 5. Transport insurance shall not exceed be arranged by Supplier at Supplier‘s expense.
6. As concerns the number of days specified for each item in items, weight and dimensions, the respective Purchase Order values determined by us during goods receipt control shall be decisive, unless such quantities, weight and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products dimensions are available for dispatch from the Contractor’s premisesproven to be otherwise.
8.3 Delivery 7. If Supplier determines that Supplier shall only not be completed upon able to meet the arrival of agreed deadlines for any reason, Supplier must inform us thereof in writing without delay. The obligation to observe agreed deadlines remains unaffected thereby.
8. If Supplier is delayed regarding the Products at the final destination in accordance with instructions on a Purchase Orderdelivery/service (hereinafter jointly referred to as „Delivery“), and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) we shall be entitled to reject and refuse acceptance assert damages amounting to 0.2% per calendar day of the Products not conforming to this LTA and delay — at the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance most, a total of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.25% of the value of the Products pursuant agreed Delivery. This shall also apply if we withdraw from the Agreement. Supplier shall fulfil our claim of such damages arising from such delay up to the time of full payment. In the event of a delay in Delivery, we shall be entitled to claim compensation for damages instead of the Delivery/service and demand withdrawal after expiration of an appropriate deadline. Should we demand compensation for damages, Supplier shall have the right to prove that Supplier is not responsible for the breach of duty. All legal claims in the event of delay remain unaffected thereby.
9. After a reasonable grace period set by us has expired, we may, additionally and regardless of any other and/or further rights that we may have, assign services, which Supplier has failed to render, to a Purchase Order per additional day third party at Supplier‘s expense. Should Supplier be in possession of any documents required for rendering such services, Supplier must submit them to us without delay. If patent rights hinder Delivery by the third party, up Supplier shall be obligated to a maximum provide an appropriate release of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Orderthese rights without delay.
Appears in 2 contracts
Samples: Terms and Conditions of Purchase, Terms and Conditions of Purchase
Delivery. 8.1 The Contractor shall deliver the Products EXW(Incoterms 2010) at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art5.1. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products Deliveries shall be made as soon as reasonably practicable after receiptto the Delivery Address(es) listed in the Special Terms And Conditions. IDA’s personnel Avfuel or representatives or consignee its authorized shipping agent (if applicable“Shipping Agent”) shall be entitled provided access to reject Customer’s storage facilities during normal business hours, or at such other times as may be approved by Customer’s authorized representative, for the purpose of unloading the Products. Unless otherwise agreed in writing, the minimum delivery of Jet A or Avgas fuel will be a full standard transport tanker load as determined by the maximum allowable Gross Vehicle Weight between the supply point and refuse acceptance the Delivery Address. Avfuel reserves the right to impose a surcharge for deliveries of less than a full tanker load.
5.2. Delivery shall be into tanks designated by Customer. Such designation shall be construed as a warranty that the designated tanks and containment areas have been inspected and approved by the appropriate regulatory agencies. Customer shall be responsible for all unloading operations including the placement of hoses into the proper storage tanks. Customer shall specifically designate and gauge the available capacity of the Products not conforming tanks into which the Product shall be unloaded, and shall bear all responsibility of spillage or contamination of the Product after it leaves the end of any properly operating hose provided by Avfuel or its Shipping Agent. Access to this LTA Customer’s tanks shall be furnished in such a manner that Avfuel or its Shipping Agent can safely and conveniently reach Customer’s storage facility with the related Purchase Order. Payment for hoses available, and Avfuel or its Shipping Agent may refuse to complete any non- conforming Products pursuant to this LTA shall delivery which Avfuel or the Shipping Agent determines, in its sole discretion, cannot be deemed an acceptance made safely.
5.3. Customer shall be responsible for all demurrage charges assessed by the Shipping Agent for additional time spent at the Delivery Address(es).
5.4. Any claim by Customer of any discrepancy in the quantity of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time Product delivered shall be of the essence in performance of the LTAeffective only if Avfuel is immediately notified, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orderswhile Shipping Agent is still present. GIVEN THE NATURE OF THE PRODUCTS, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frameTIME IS OF THE ESSENCE WITH RESPECT TO SUCH CLAIMS AND NO CLAIM SHALL BE PERMITTED OR EFFECTIVE UNLESS DELIVERED WITHIN THE SPECIFIED PERIOD.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 2 contracts
Samples: Aviation Fuel Supply Agreement, Aviation Fuel Supply Agreement
Delivery. 8.1 3.1. Unless otherwise agreed, the delivery period shall run from the latest of the following dates:
a) The Contractor shall deliver date of the Products EXW(Incoterms 2010formation of the Contract
b) at The date on which the Contractor’s premises Vendor receives notice of the issue of a valid license where such is necessary for the execution of the Contract.
c) The date of the receipt by the Vendor of such payment in accordance with this LTA and with the quantities and other instructions advance of manufacture as specified is stipulated in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premisesContract.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor3.2. Blue Sky Global Distribution CY Ltd., including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall will use its best endeavors to abide by complete its contractual obligations within the delivery dates period (if any) stated in the Purchase Orderscontract or in a reasonable time but shall be under no liability for any loss, provided howeverdamage or claim whatsoever caused by or consequential upon any delay from any cause whatsoever and however arising. In no circumstances shall delay be a ground for cancellation of contract by the Buyer.
3.3. Should delay in delivery be caused by any of the circumstances mention in Clause 6 or ay an act or omission of the Buyer and whether such cause occurs before or after the time or extended for delivery, that where there shall be granted subject to the Contractor does not meet provision of paragraph 4 hereof such extension of the delivery period(s) XXX period as is reasonable having regard of all the circumstances of the case.
3.4. If the Buyer fails to accept delivery on due date, he shall nevertheless make any payment conditional on delivery as if the Goods had been delivered. The Vendor shall arrange for the storage of the Goods at the risk and cost of the Buyer. The Vendor shall be entitled to give a payment from the Contractor notice Buyer of its intention to cancel 1% of the Purchase Order unless Products are delivered within total contract value per month or part thereof after the agreed dispatch date has passed. Provided that if the delay in accepting delivery is due to one of the circumstances mentioned in Clause 6 and specified time framethe Vendor is in a position to store it in his premises without prejudice to his business, the cost of storing the Goods shall not be borne by the Buyer.
8.6 In 3.5. Unless the event that failure of the Contractor Buyer is not able due to ensure any of the circumstances mentioned in Clause 6 the Vendor may require the Buyer by notice in writing to accept delivery by within a reasonable time. If the dates specified in Buyer fails for any reason whatever to do so within such time the Purchase Order, XXX Vendor shall be entitled by notice in writing to request the Contractor Buyer, and without requiring the consent of any Court, to pay terminate the Contract in respect of such portion of the Goods as is by reason of the failure of the Buyer aforesaid not delivered and thereupon to recover from the Buyer any additional transport costs (e.g. airlifting) and/or additional Quality Control cost loss suffered by reason of such failure up to an amount not exceeding the price attributable to that portion of the Goods which may reasonably be incurred as the result of IDA’s obligations Buyer has failed to its clients to deliver the Products on time and to avoid stock outsaccept delivery of.
8.7 For late delivery of Products 3.6. Vendor shall never be responsible for importation in or for items which do not meet specifications and are therefore rejected by XXX to Buyer’s country or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% location of the value of the Products pursuant to a Purchase Order per additional day of delaySite, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations import charges, duties, taxes or liabilities pursuant to this LTA or a Purchase Ordercustoms related hereto.
Appears in 2 contracts
Samples: Standard Terms and Conditions for the Sale of Goods and Services, Standard Terms and Conditions for the Sale of Goods and Services
Delivery. 8.1 The Contractor shall deliver the Products EXW(Incoterms EXW, FCA or DAP (Incoterms 2010) at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order in accordance with the terms of this LTA and the Contractor acknowledges that production lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- non-conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control AgentConsignment Inspection and Sampling Agency (CSI), does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX IDA shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified confirmed in the Purchase Order, XXX IDA shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control inspection cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 2 contracts
Samples: Long Term Agreement, Long Term Agreement
Delivery. 8.1 9.1 Delivery relies on prompt receipt of all payments, forms and proofs. It is the Buyer’s responsibility to send/return these in good time.
9.2 The Contractor shall Seller aims to dispatch an order 20 working days from receipt of the final proof. The Consumer Rights Act states that legally there is a default delivery period of 30 days during which the Seller needs to deliver the Products EXW(Incoterms 2010) at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage goods to the Products shall remain with Buyer unless the Contractor until delivery takes place in accordance with Buyer has been notified of a longer timescale. If the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premisesGoods are not delivered within this time, a full refund will be given.
8.2 Delivery 9.3 No specific delivery date can be agreed unless in writing from the Seller.
9.4 The Seller shall use its reasonable endeavours to meet any (non default) date agreed for delivery. In any event that delivery shall not exceed be made by the number agreed date the Seller shall not be liable for any losses, costs, damages or expenses incurred by the Buyer or any third-party arising directly or indirectly out of days specified any failure to meet said delivery date.
9.5 The Seller is not responsible for each item in delayed delivery due to circumstances beyond our control such as postal strikes or postal errors. If the respective Purchase Order and the Contractor acknowledges that lead time Seller is calculated from the time of issuance aware of a Purchase Order accepted by problem the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premisesBuyer will be contacted immediately.
8.3 9.6 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products Goods shall be made as soon as reasonably practicable after receiptto the Buyer's address specified on the order form and the order confirmation email. IDA’s personnel or representatives or consignee (if applicable) The Buyer shall be entitled make all the arrangements necessary to reject and refuse acceptance take delivery of the Products Goods whenever they are tendered for delivery. Once the first delivery attempt has been made, redelivery of the Goods is the responsibility of the Buyer. The seller is not conforming to this LTA and the related Purchase Order. Payment liable for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of costs incurred if the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor Buyer is not able to ensure take delivery at the time any delivery attempts are made.
9.7 The Consumer Rights Act means the Seller is responsible for the condition of the goods until the goods are received by the dates specified in Buyer, or by someone else you have nominated to receive them on their behalf. If the Purchase OrderGoods arrived damaged, XXX shall be the Buyer is entitled to request replacements only. These goods must be returned to the Contractor to pay any additional transport Seller, postage costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably will be incurred as covered by the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outsSeller.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 2 contracts
Samples: Terms and Conditions, Terms and Conditions
Delivery. 8.1 Delivery must be made during Purchaser’s normal work hours. Delivery will be within a maximum of seven (7) business days after the receipt of the written order by the Contractor. The Contractor must submit an acknowledgment of the order within 24 hours from the time of their receipt of the order. It is recommended that the Purchaser provide the Contractor with an estimated annual usage schedule. Such schedule is not an obligation on the part of the Purchaser to Purchase, but rather to assist the Contractor in inventory control. Delivery charges that cover the delivery to Purchaser’s loading dock must be included in the price of the gas. Inside delivery shall also be available, at customer’s request, at bid price (See Price Sheets). Inside delivery is defined as the person(s) delivering the goods shall deliver the Products EXW(Incoterms 2010) items to exact location requested whether it is on the first or the tenth floor, etc. Any orders requiring this service shall be clearly documented to so indicate. At time of delivery and at the Contractor’s premises in accordance with this LTA and with request of the quantities and other instructions as specified in the Purchase Orders (for shipping instructionsPurchaser, refer to Art. 9). All risks of loss or damage to the Products shall remain with the Contractor until will provide an industry standard written analysis of the gas(es) being delivered. Failure to comply with agreed upon delivery takes place in accordance with the LTAtimes may subject Contractor to liquidated or other damages. The Purchaser may refuse shipment when delivered after normal working hours. The Contractor shall load verify specific working hours of individual Purchasers and instruct carrier(s) to deliver accordingly. The acceptance by the Products onto Purchaser of late performance, with or without objection or reservation by the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery Purchaser, shall not exceed waive the number right to claim damage for such breach, nor preclude DES or Purchaser from pursuing any other remedy provided herein, including termination, nor shall such acceptance of days specified late performance constitute a waiver of the requirements for each item the timely performance of any obligation remaining to be performed by Contractor. All deliveries are to be made to the applicable delivery location as indicated in the respective Purchase Order and Document. When applicable, the Contractor acknowledges that lead time is calculated shall take all necessary actions to safeguard items during inclement weather. In no case shall the Contractor initiate performance prior to receipt of written or verbal authorization from the time of issuance of a Purchase Order accepted authorized Purchasers. Expenses incurred otherwise shall be borne solely by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 2 contracts
Samples: Contract for Gases: Medical, Specialty, and Industrial, Contract for Gases: Medical, Specialty, and Industrial
Delivery. 8.1 The Contractor shall deliver the Products EXW(Incoterms 2010) at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time Time shall be of the essence in performance this Order. Delivery must be in strict compliance with the schedule contained in this Order and shall be made by Seller at such times and places and of such items and quantities as are specified by Perfekta. Perfekta may adjust the delivery schedule at its discretion without charge or expense to Perfekta. Goods fabricated in excess or in advance of Perfekta’s requirements contained in this Order are at Seller’s risk. Perfekta reserves the right to return to Seller, at Seller’s expense, all Goods received more than seven (7) calendar days ahead of the LTArequired delivery date. Perfekta reserves the right, and it shall use without loss of discount privileges, to pay invoices covering items shipped in advance of the schedule on the normal maturity after the date specified for delivery. If Seller fails to meet its best endeavors to abide by the scheduled delivery dates stated in and Perfekta elects to call for expedited shipments, Seller will pay the Purchase Ordersdifference between the method of shipping specified and the actual expedited rate incurred. Should Perfekta accept Goods which are not delivered on or before the required delivery date, provided howeverwhich option Perfekta reserves, that where the Contractor does not meet the delivery period(s) XXX Seller shall be entitled liable for all additional costs incurred by Perfekta, because of such delay(s) including, but not limited to, telecommunication costs, additional or premium transportation charges, special handling expenses, damages incurred by Perfekta from its customer attributed to give the Contractor notice Seller’s failure to perform its obligations under this Order and costs to Perfekta, to use Goods out of its intention normal manufacturing sequence or schedule, in addition to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event other remedies available by law to Perfekta. The Parties further acknowledge that the Contractor is nature and actual amount of costs associated with delivery delay are uncertain and difficult to calculate. Therefore, Perfekta may choose, in its sole discretion, to require Seller to pay Perfekta liquidated damages. The parties acknowledge that such payments are not able intended as a penalty, but are, in lieu of the actual damages measured by such costs. If Perfekta chooses to ensure delivery by the dates specified in the Purchase Orderrecover liquidated damages, XXX they shall be entitled equal to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.21% of the value of the Products pursuant to delinquent items per day of delay or a Purchase Order minimum of $100 for each item per additional day of delay, up . The parties agree this calculation represents a reasonable estimate of the additional costs to be incurred by Perfekta in connection with a delivery delay. Accumulation of liquidated damages will be subject to a maximum grace period of 10% of the value of the Purchase Orderfive (5) days per item after which liquidated damages shall begin. The payment or deduction of Perfekta’s choice to recover such liquidated damages for delayed delivery on any one or more occasions shall not relieve not, however, preclude Perfekta from recovering the Contractor actual costs incurred because of delayed delivery on any other occasion. Title and risk of loss shall remain in Seller until Goods are delivered to Perfekta. Notwithstanding such delivery, Seller shall bear risk of loss or damage to Goods purchased hereunder from any the time that Perfekta gives notice of its other obligations or liabilities rejection of Goods pursuant to the inspection provisions of this LTA Order. If Seller encounters or a Purchase Order.anticipates difficulty in meeting the delivery schedule, Seller shall immediately notify Perfekta in writing, giving pertinent details; provided however, that the receipt of such information shall
Appears in 2 contracts
Samples: Purchase Order, Purchase Order
Delivery. 8.1 The Contractor shall deliver the Products EXW(Incoterms 2010) at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (lead-time for shipping instructions, refer to Art. 9). All risks delivery of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Agreement Products shall be made as soon mutually agreed to by the parties, and EVOLUS shall attempt to minimize such lead-time as reasonably practicable after receiptrequested by DISTRIBUTOR, subject to Daewoong’s ability to produce Agreement Products and EVOLUS’ reasonable exercise of discretion to allocate inventory and production resources to meet other demands. IDA’s personnel or representatives or consignee (if applicable) shall be entitled EVOLUS will promptly notify DISTRIBUTOR of any circumstances for delay in delivery and EVOLUS will use commercially reasonable efforts to reject and refuse acceptance minimize such delay. At the request of DISTRIBUTOR, EVOLUS agrees to assume the Products not conforming burden of bearing all additional costs associated with premium freight for corrective action as a result of delays caused by events under the reasonable control of EVOLUS, including failure to this LTA and the related Purchase Orderorder materials in a timely fashion to accommodate required lead times. Payment for any non- conforming Products pursuant to this LTA shall Partial deliveries may not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDAmade without DISTRIBUTOR’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence prior written approval. Unless otherwise specified in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the individual Purchase Orders, all Agreement Products sold by EVOLUS to DISTRIBUTOR hereunder will be delivered CIF (Incoterms 2010), named place: Toronto), or any other place that may be mutually agreed upon by EVOLUS and the DISTRIBUTOR from time to time. Except as provided howeverbelow, DISTRIBUTOR will pay all freight, shipping, insurance, duties, forwarding and handling charges, taxes, storage and all other charges applicable to the items after they are delivered by EVOLUS to the named place. To minimize delays, DISTRIBUTOR shall use the same delivery service as used by EVOLUS to deliver to the named place, provided, that where the Contractor does not meet the if DISTRIBUTOR uses an alternative delivery period(s) XXX service, DISTRIBUTOR shall be entitled responsible for all fees related to give any additional paperwork, delivery charges or other fees. EVOLUS shall make all shipping arrangements and prepare all necessary documentation and declarations. DISTRIBUTOR shall assume all risk of loss for the Contractor notice of its intention to cancel the Purchase Order unless Agreement Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure upon CIF delivery by EVOLUS, except to the dates specified in extent any such loss is directly attributable to any act or omission on the Purchase Order, XXX part of EVOLUS prior to such delivery. DISTRIBUTOR shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result importer of IDA’s obligations to its clients to deliver the record for all shipments of Agreement Products on time and to avoid stock outshereunder.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 2 contracts
Samples: Exclusive Distribution and Supply Agreement (Evolus, Inc.), Exclusive Distribution and Supply Agreement (Evolus, Inc.)
Delivery. 8.1 The Contractor shall (a) For delivery costs and arrangement, please refer to the Online Shop Delivery Policy.
(b) We may deliver the Products EXW(Incoterms 2010merchandise in one or more instalments.
(c) at Any times and dates given for dispatch of merchandise, or the Contractor’s premises in accordance with this LTA and with the quantities and other instructions length of time that merchandise will take to be delivered, are only estimates. If we are unable to meet any stated dispatch or delivery dates or times we will inform you as specified in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage to the Products progress of your order. You agree and accept that under no circumstances will we accept cancellation of order or refund.
(d) You can opt for courier delivery of the Order to your nominated address. We accept Orders for delivery in Hong Kong only. Alternatively, you may opt for pick-up of the Order (if applicable) from our designated physical stores.
(e) We will not accept any changes to the delivery method once the Order has been confirmed.
(f) We shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting endeavour to arrange to deliver the Products at the Contractor’s premisesdelivery address designated by you. We reserve the right to revise any terms of services (including but not limited to the covered areas for delivery, delivery timeframe and/or the delivery fee) from time to time without prior notice.
8.2 Delivery shall not exceed (g) In order to protect the number interest of days specified you, comply with applicable statutory requirements and manage a complete record of such delivery, our employee or agent may request the designated recipient to produce the credit card which you used for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted your original ID Card or other identification document acceptable by the Contractor, including the manufacturing period, until the Products are available us in person for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival verification of the Products at name of such recipient, age of such recipients (for intoxicating liquor or other restricted Products), the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee duly completed authorization (if applicable) that and any other relevant documents for verification purpose upon delivery. We reserve the Products right to decline any delivery of the Products/ Services if we are in a satisfactory condition. Inspection and not satisfied with the verification of the Products recipient and no reasons shall be made as soon as reasonably practicable given.
(h) All dates quoted by us for the delivery of Products/ Services are estimates only. In no event shall we be liable for any additional or increased cost, loss of profits or goodwill or any other special, incidental direct or indirect or consequential damages due to late delivery or non-delivery of any Products/ Services.
(i) If you fail to take delivery of the Products/ Services or any part of them more than 30 days after receipt. IDA’s personnel the date of purchase or representatives fails to provide accurate and clear delivery instructions, documents, consents or consignee (if applicable) authorizations required to enable the Products/Services to be delivered, we shall have the sole discretion to dispose of the goods without further notice and without any liability and you will not be entitled to reject and refuse acceptance any refund or set off from us for any price paid.
(j) Any risk in the Products shall pass to you upon the physical delivery of the Products not conforming to this LTA and the related Purchase address identified by you in your Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance , regardless of whether you are the designated recipient of the Productsdelivery or not.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 2 contracts
Samples: Online Shop Terms and Conditions, Online Shop Terms and Conditions
Delivery. 8.1 The Contractor (a) Upon completion of the construction of the Platform and the tests and trials as provided in the Specifications, Seller shall tender delivery of the Platform to Buyer. Prior to tendering delivery, Seller shall have remedied at Seller's sole cost and expense any defects discovered by Buyer or Seller in Seller's workmanship or materials including installation of Buyer Furnished Equipment or any other nonconformity of the Platform with the requirements of the Specifications and performed any retests necessary to ensure that such items have been fully corrected. Buyer shall accept such tender of delivery, and Buyer shall not have the right to refuse to accept delivery of the Platform provided the same is substantially completed and capable of being utilized by Buyer. Any remaining items shall be completed by Seller following delivery and prior to departure of the Platform from Seller's Yard, or Buyer and Seller may mutually agree on an appropriate reduction of the Contract Price for such remaining items.
(b) On the Delivery Date, Buyer shall pay to Seller all amounts payable under this Agreement and Seller and Buyer shall execute and deliver a Protocol of Acceptance and Delivery acknowledging delivery of the Platform. Seller shall further deliver to Buyer a Xxxx of Sale confirming the conveyance of title to the Platform to the Buyer, which Xxxx of Sale shall (i) generally describe the Platform as a mobile, self-contained and elevating platform, (ii) contain a general warranty of title and freedom from liens (except as to matters arising by, through, or under Buyer) in favor of the Buyer, and (iii) be deemed to contain the additional warranties and covenants set forth in Section 11 hereinbelow without the necessity of making any reference to such warranties in the Xxxx of Sale. Seller shall also deliver to Buyer the remaining delivery documents set forth in the Specifications.
(c) Seller shall deliver the Products EXW(Incoterms 2010) Platform along side Seller's dock at the Contractor’s premises in accordance with this LTA Yard. Following delivery, Buyer shall have the right to dock the Platform at Seller's Yard for a period not to exceed fourteen (14) days, after which time the Platform must depart from Seller's Yard. During such post-delivery docking period, Buyer shall pay to Seller its standard charges for shore power, potable water, and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9)security guard service. All risks of loss or damage such charges must be paid by Buyer to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival Seller prior to departure of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the ProductsPlatform from Seller's Yard.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 2 contracts
Samples: Platform Construction Agreement (Chiles Magellan LLC), Platform Construction Agreement (Chiles Offshore LLC)
Delivery. 8.1 The Contractor Time is of the essence for Supplier’s delivery, performance and all other obligations arising herein. Buyer has no obligation to accept any delivery that does not meet the scheduled Delivery Date. Supplier shall deliver be liable for all costs incurred by Buyer as a result of early or late deliveries, including expedited shipment or procurement of replacement Deliverables if Buyer so elects in its sole discretion. Supplier will provide immediate written notice to Buyer of any anticipated delay and the Products EXW(Incoterms 2010) at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions anticipated actual time for late delivery (hereinafter referred to as specified in the Purchase Orders “Grace Period”- Grace period cannot be longer than eight (for shipping instructions, refer to Art. 98) calendar days). All risks of loss or damage The Parties further acknowledge and agree that the following liquidated damages are believed to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of represent a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival genuine estimate of the Products at the final destination in accordance loss that would be suffered by Buyer by reason of any late deliveries (which losses would be difficult or impossible to calculate with instructions on certainty) and are neither intended as a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in penalty nor operate as a satisfactory conditionpenalty. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) Buyer shall be entitled to reject and refuse acceptance assess two (2) percent of the Products not conforming purchase price of the late delivered Deliverable for each full calendar day of late delivery starting on the day after the Delivery Date or Grace Period as liquidated damages. Notwithstanding the foregoing, unless Section 22. Force Majeure applies, if Supplier fails to this LTA properly deliver the Deliverables, Buyer, in its sole discretion, may do one or more of the following: (i) cancel the PO in whole or in part; (ii) return previously delivered Deliverables which were ordered in connection with the canceled PO and the related Purchase Order. Payment for which are no longer needed; (iii) cancel any non- conforming Products current PO(s) pursuant to which Buyer had ordered which was related to the canceled PO and which is no longer needed as a result of such cancellation; (iv) declare Supplier to be in default; (v) purchase replacement Deliverables from another source at Supplier’s sole cost and expense; or (vi) insist on compliance with the terms and conditions of this LTA shall not be deemed an acceptance PO by Supplier. Unless otherwise agreed upon in writing between the parties, delivery of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification Deliverables will be made pursuant to " FCA Supplier’s facility (Incoterms 2020)". Title to the Deliverables shall be transferred to Buyer upon delivery of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the ProductsDeliverables to Buyer.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 2 contracts
Samples: General Terms and Conditions for Indirect Procurement, General Terms and Conditions for Indirect Procurement
Delivery. 8.1 5.1 If, for the execution of the agreement, the Supplier is dependent on the cooperation of the Purchaser and the Purchaser fails in that cooperation for whatever reason, the period for execution shall be extended with as much time as reasonably needed by the Supplier to reverse the delay caused by the Purchaser's failure. The Contractor shall deliver same applies if delays in the Products EXW(Incoterms 2010) at execution arise as a result of requests by or due to the Contractor’s premises Purchaser to change, adapt or supplement that which was agreed upon. In addition, the extra costs that the Supplier incurs in accordance with this LTA and connection with the quantities and other instructions delay that has arisen as specified in above are for the Purchase Orders (for shipping instructions, refer to Art. 9). All risks expense of loss or damage the Purchaser.
5.2 The delivery date shall be determined by the Supplier to the Products shall remain with the Contractor until delivery takes place best of its ability and in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractorgood faith, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA yet shall not be deemed an acceptance of a strict deadline unless agreed upon otherwise between the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of Parties. Exceeding the Products by IDA’s personnel or representatives or the contracted Quality Control Agentdelivery date, for whatever reason, does not involve the operational and functional status give entitlement to compensation, termination of the Productsagreement, cancellation of the order or not fulfilling any obligation which may arise for the Purchaser as a result of the agreements concluded with the Supplier.
8.5 The Contractor acknowledges that time 5.3 Deliveries shall be occur "DDP"(INCOTERMS 2010) as the agreed-upon place of delivery.
5.4 Unless agreed upon otherwise, the Supplier shall ensure the loading of the essence in performance goods as "Ex Works" (INCOTERMS 2010).
5.5 The Purchaser is responsible for unloading the goods at the address indicated by the Purchaser. The Purchaser bears all risks with regard to damage to goods and/or persons caused while unloading.
5.6 If the Purchaser indicates an address outside of the LTANetherlands as a destination, the Supplier must acquire an export license or other official authorisation and, where applicable, comply with all customs formalities for the export of goods. The Purchaser must acquire an import license or other official authorisation and, where applicable, comply with all customs formalities for the import of goods and it shall use their transport through its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frameown country.
8.6 In the event that the Contractor 5.7 The Purchaser is not able required to ensure accept goods and services for which delivery by the dates specified in Supplier was agreed upon at the Purchase Order, XXX shall be entitled to request date and location that applies between the Contractor to pay any additional transport costs (e.g. airlifting) Parties based on the related agreement and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outsthese Terms.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant 5.8 The Supplier is authorised to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Ordermake partial deliveries.
Appears in 2 contracts
Samples: General Terms of Sale and Delivery, General Terms of Sale and Delivery
Delivery. 8.1 The Contractor shall deliver the Products EXW(Incoterms 2010(a) at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time Time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence under this Contract. Except for Buyer’s written consent, the delivery time cannot be delayed. Delivery in performance of advance shall be no more than [**] days prior to the LTAdelivery date, relating to every specific PO, stated in Buyer’s e-business website.
(b) Supplier agrees to prepare all documents and materials regarding law, regulation, import/export license, and it shall use its best endeavors other administration needed for shipping Products to abide by the delivery dates stated place stipulated in the Purchase OrdersSection 6. When make each shipment, provided howeverSupplier should login Buyer’s e-business website to feedback shipment information. For avoidance of doubt, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations Products may need to its clients [**], the Supplier is required to deliver the Products on time and [**] at the place stated in Section 6. The Supplier should obtain any necessary export license or other documentation prior to avoid stock outs.
8.7 For late the delivery of Products and inform the Buyer of such information. The Buyer should provide necessary assistance for the Supplier’s application.
(c) If Supplier for any reason anticipates that deliveries will not be made as required, it shall immediately give Buyer written notice setting forth the details and plan for corrective action. Such data shall be informational only and shall not be construed as a waiver by Buyer of any delivery schedule or of any such rights or remedies. If delay or inability to perform arises from interruption of supply or scarcity of raw materials or parts used by Supplier, Buyer’s orders shall be given priority in production scheduling to the same extent as Supplier’s other strategic partners. ZTE Kangxun Telecom Co. Ltd Copyright Reserved Page 8 of 35 Ver.2008-10 ZTE ZTE/Acacia Confidentialp
(d) Once Products have passed Buyer’s Delivery Inspection, which will be promptly confirmed and publicized on the Buyer’s website, ownership and risk of Products shall be transferred to Buyer.
(e) All Products shall be packed by Supplier in suitable containers with sufficient protection together with proper and necessary marks during shipment and storage. The package shall be reasonably suitable to prevent Products from damages caused by moisture, vibration or contamination. The marks shall include but not limited to shipping xxxx, Indicative Xxxx, Warning Xxxx. Supplier will be liable for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated any damages from the Contractor and deduct 0.2% of the value of to the Products pursuant prior to a Purchase Order per additional day delivery due to insufficient packaging or improper marks by Supplier.
(f) Supplier is required to print Buyer’s barcode labels from Buyer’s e-business website and stick them to the minimum packages of delaydelivered goods. Information on Supplier’s container labels will include, up to a maximum without limitation: Supplier name, Supplier P/N, Buyer P/N, PO number, production lot number, quantity, weight, carton number. Products delivered shall be attached with packing list and three copies of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Orderinvoices.
Appears in 2 contracts
Samples: General Conditions of Purchase (Acacia Communications, Inc.), General Conditions of Purchase (Acacia Communications, Inc.)
Delivery. 8.1 The Contractor shall deliver the Products EXW(Incoterms 2010) at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art8.1. 9). All risks of loss or damage Adherence to the Products delivery dates specified within the ORDER is essential. Failure by the SELLER to complete delivery of the GOODS within the time or times specified or within a reasonable time if no time is specified herein shall remain with relieve the Contractor until PURCHASER if it so chooses and without prejudice to any of its other rights or remedies of any obligation to accept or pay for the GOODS.
8.2. The SELLER shall furnish such programmes of manufacture and delivery takes place as the PURCHASER may reasonably require and the SELLER shall give immediate notice to the PURCHASER if such programmes are or are likely to be delayed.
8.3. Delivery shall not occur prior to the satisfactory conclusion of any Final Tests required under the terms of the ORDER and the grant of an unconditional Inspection Release Note by the PURCHASER.
8.4. No part of the GOODS shall be delivered or shipped without the prior authorisation of the PURCHASER and in accordance with the LTAPURCHASER’S instructions. The Contractor Any such part ready for delivery before the PURCHASER has authorised delivery shall load be stored by the Products onto the first carrier (truck) collecting the Products SELLER at the Contractor’s premisesSELLER’S risk and expense.
8.2 Delivery 8.5. Upon delivery the SELLER shall not exceed send to the PURCHASER an advice note showing the PURCHASER’S ORDER number identity number the number of days specified for each item packages delivered and a description of their contents.
8.6. Unless otherwise varied in the respective Purchase Order and ORDER the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) PURCHASER shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment retain liquidated damages for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% whole of the value GOODS or part thereof at the ascertained rate of 2 per cent of the Products pursuant to a Purchase Order total ORDER price per additional day of delay, week or part thereof that delivery is delayed up to a maximum of 10% 10 per cent of the value of total ORDER price. This provision for the Purchase Order. The payment or deduction of such PURCHASER to retain ascertained and liquidated damages shall not relieve prejudice the Contractor from any PURCHASER’S right to take further action for damages for failure by the SELLER to deliver the GOODS within or at the end of its other obligations or liabilities pursuant the period provided for above.
8.7. Delivery by the SELLER shall of itself constitute an acceptance of the terms and conditions of the ORDER where acceptance has not previously been communicated to this LTA or a Purchase Orderthe PURCHASER.
Appears in 1 contract
Samples: Purchase Agreement
Delivery. 8.1 6.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on the date specified by Xxxxx. The Contractor Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
6.2 The date of delivery specified by the Renter is an estimate only. Time for delivery shall not be of the essence of the contract and while every reasonable effort will be made to comply with such dates compliance is not guaranteed and the Buyer shall have no right to damages or to cancel the order for failure for any cause to meet any delivery date stated.
6.3 If the Renter is unable to deliver the Products EXW(Incoterms 2010) at Goods for reasons beyond its control, then the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) Renter shall be entitled to reject and refuse acceptance of place the Products not conforming to this LTA Goods in storage until such time as delivery may be effected and the related Purchase Order. Payment Buyer shall be liable for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Productsexpense associated with such storage.
8.4 The Contractor acknowledges 6.4 If the Buyer fails to accept delivery of Goods on the delivery date or within 3 days of notification that any inspection and/or verification they are ready for despatch whether prior to or after the delivery date the Renter reserves the right to invoice the Goods to the Buyer and charge him therefore. In addition the Buyer shall then pay reasonable storage charges or demurrage as appropriate in the circumstances until the Goods are either despatched to the Buyer or disposed of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Productselsewhere.
8.5 6.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX Renter shall be entitled to give deliver the Contractor notice Goods by instalments and where the Goods are so delivered, each delivery shall constitute a separate contract and failure by the Renter to deliver any one or more of its intention the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to cancel the Purchase Order unless Products are delivered within the agreed and specified time frametreat any other related contract as repudiated.
8.6 In 6.6 Where the event Buyer requires delivery of the Goods by instalments, rescheduling requires the Renter’s written agreement and will not be possible unless at least 3 weeks’ written notice is provided and so agreed. Each delivery shall constitute a separate contract and failure by the Buyer to pay the Price in respect of any instalment shall entitle the Renter to treat any other related contract as repudiated in addition to any other rights of the Renter pursuant to these Conditions.
6.7 Notwithstanding that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which Renter may reasonably be incurred as the result of IDA’s obligations to its clients have delayed or failed to deliver the Products on time Goods (or any of them) promptly the Buyer shall be bound to accept delivery and to avoid stock outs.
8.7 For late pay for the Goods in full provided that delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% shall be tendered at any time within 3 months of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Orderdelivery date.
Appears in 1 contract
Samples: Rental Agreement
Delivery. 8.1 The Contractor Supplier shall make available or deliver the Products EXW(Incoterms 2010EXW (Ex-Works), or FCA (Free Carrier Alongside), or DAP (Delivered at Place) including offloading for Indian supplies to Government Medical Store Depots (GMSDs) situated in Delhi, Chennai, Hyderabad, Mumbai, Karnal, Kolkatta and Guwahati (Incoterms 2020) as follows: at the ContractorSupplier’s premises available for collection for EXW; at named place as quoted for FCA, and at consignee warehouse including offloading for DAP, in accordance with this LTA and with the quantities and other instructions as specified in the relevant Purchase Orders (for shipping instructions, refer to Art. 9)Orders. All risks of loss or damage to the Products shall remain with the Contractor Supplier until collection or delivery takes place in accordance with the LTA. The Contractor shall load LTA and the Products onto Incoterms specified in the first carrier (truck) collecting the Products at the Contractor’s premisesPurchase Orders.
8.2 Delivery shall not exceed the number of days Lead Time specified for each item in the respective Purchase Order and at the Contractor time of order confirmation in accordance with the terms of this LTA. Supplier acknowledges that delivery lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the to Supplier to when Products are available ready including QA release by supplier for PSI or dispatch from (in case PSI/sampling is not required) at the Contractor’s premisespremises of the supplier along with the required shipping documents as specified in the Purchase Order.
8.3 Delivery shall only be considered as completed upon the arrival collection of the Products or their arrival at the final destination in accordance with instructions on a Purchase OrderArticle 8.1 above, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification Verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- non-conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor Supplier will supply the Product in compliance with the Supplier’s standard specifications for the applicable Product. IDA’s personnel or representatives or consignee (if applicable) shall inspect the Product delivered and will notify the Supplier of any defects, damage or shortage within fifteen (15) calendar days of receipt. IDA’s personnel or representatives or consignee (if applicable) shall notify the Supplier of any hidden or latent defects (i.e. not discoverable by routine quality control inspection), of which it becomes aware, within five (5) days following discovery of the defect. If XXX notifies the Supplier of a defect, damage or shortage within the above-mentioned timeframes and:
a) In case of quality complaints, the Supplier to undertake an investigation and provide the report to XXX as per the agreed timelines.
b) the Supplier agrees with XXX’s explanation of the cause of such defect, damage or shortage, the Supplier will compensate XXX for any defective, damaged or missing Product (unless such defect, damage or shortage is caused by the actions or omissions of XXX or its sub-contractors, or occurs while the Product is under the control of XXX); or
c) the Supplier disagrees with XXX’s explanation of the cause of such defect or damage, samples shall be submitted for QC testing to an independent laboratory, when the product quality is concerned and final decision to be taken following the outcome. For other damages mutually acceptable agreement to be sought with regards to the Product being defective or damaged shall be final and binding upon the Parties.
d) the costs arising from this process shall be borne by the party whose claim failed.
8.5 The Supplier acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control AgentCSI, does not involve is without prejudice to the operational and functional status warranties extended by the Supplier under Article 17, which shall remain valid for the duration of the Productsshelf life of the Product.
8.5 8.6 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it Supplier shall use its best reasonable endeavors to abide by the delivery dates stated in the Purchase Orders. If the Supplier is not able to meet such a delivery date or the quantities required under that Purchase Order, provided howeverthen the Supplier will pro-actively alert XXX and provide a justified reason for not meeting that date and or quantity. In case XXX and the supplier do not find an acceptable solution, that where XXX may apply the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time framerights stated in art 4.6.
8.6 8.7 In the event that the Contractor Supplier is not able to ensure delivery by as per the dates specified committed in the Purchase OrderOrder confirmation, XXX shall be entitled to request the Contractor Supplier to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control PSI cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock stock-outs.
8.7 8.8 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor Supplier and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional calendar day of delay, up to a maximum total of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor Supplier from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 1 contract
Samples: Long Term Agreement
Delivery. 8.1 The Contractor shall deliver Unless otherwise agreed by the Parties, the delivery of the Products EXW(Incoterms 2010) under a Purchase Order shall take place as per the specific Incoterms of the International Chamber of Commerce included in the Purchase Order by Company. The loading, transport, preparation for unloading and unloading of the Products purchased shall be carried out under the responsibility and at the Contractorexpense of the Supplier, unless otherwise expressly regulated by the specific Incoterms of the International Chamber of Commerce included in the Purchase Order by the Company. If the Products are delivered to Company in excess of the quantities included in the Purchase Order, Company shall choose to pay for the excess or to return to the Supplier the excess at Supplier’s premises expense. Any carrier engaged by the Supplier, if applicable, shall comply with all requirements under applicable laws relating to the transportation of the Products in accordance with this LTA and to each jurisdiction in which the Products are transported and delivered and with the quantities and such other instructions requirements as may be specified in the Purchase Orders (Order. The Supplier shall adopt appropriate agreements with its carrier prior to the effective delivery for shipping instructions, refer to Art. 9)loading. All risks transport vehicles shall be professionally operated and shall comply with all such laws and other requirements. Hazardous Products shall be unloaded by the recipient of the Products. These operations shall be carried out in strict compliance with current applicable regulations according to the hazardous or non-hazardous nature of the Products. For hazardous Products in particular, a security adviser shall be appointed for loading and another for transport with valid authorisation. The Supplier must be able to show proof, upon Company request, of these appointments and authorisations, when applicable. The timing of delivery is of the essence. Delivery dates included by the Company in the Purchase Order and delivery times given by the Company to the Supplier for delivery of the Products shall be firm and binding and constitute an essential part of the Agreement. The Supplier shall not deliver before the delivery date without authorization of the Company by written notice and, in such case, the Supplier shall compensate the Company because of the expenses caused due to the authorized early delivery. The authorized early delivery does not change the mechanism nor the payment periods foreseen for the delivery on date. Without prejudice to any other rights or remedies available to Company at law or in equity, if the Products are not delivered on the due date, the Supplier shall pay to Company liquidated damages in the amount equal to: a) one per cent (1%) of the price of the Products delayed for every week or fraction of delayed week during the four (4) first weeks of delay; and b) three per cent (3%) of the price of the Products delayed for every week or fraction of delayed week as from the five week of delay. In no event such liquidated damages shall exceed twenty per cent (20%) of the price of the Products delayed, which amounts shall become due and payable to Company immediately. Company shall be entitled to deduct t relevant amount of liquidated damages from any amount pending of payment by the Company to the Supplier. Without prejudice to any other rights or remedies available to Company at law or in equity, upon failure by the Supplier to deliver the agreed quantities of the Products, Company is entitled to (i) reject the Products or subsequent attempted deliveries thereof, or (ii) demand performance, rescind or terminate the Agreement, in whole or in part, without any liability for Company. RISK AND TITLE Risks of loss of or damage to the Products shall remain with pass from the Contractor until Supplier to the Company upon delivery takes place in accordance with according to the LTAapplicable Incoterm 2010. The Contractor shall load Title to the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated pass from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed Supplier to Company upon the arrival delivery of the Products at to Company according to the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that applicable Incoterm 2010. Company shall have no responsibility whatsoever for the Products are or any liabilities in a satisfactory conditionconnection therewith arising prior to the time title to the Products has so passed to Company. Inspection and verification PRICE AND PAYMENT The prices of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel (and any option or representatives or consignee (if applicablerate incorporated herein) shall be entitled fixed and are not subject to reject and refuse acceptance escalation throughout the Agreement’s validity regardless of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel changes in currency rates, revenue laws, treasury regulations or representatives or the contracted Quality Control Agenttariffs, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated increases in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% appraisal of the value of the Products pursuant by the customs authorities of any country or other variables. Exceptionally, the prices may be readjusted, if the Parties agree in writing on the criteria, formula and procedure to a Purchase Order per additional day of delay, up be applied in order to a maximum of 10% of do adjust the value of the Purchase Orderprice. The payment prices are exclusive of any sales, use, excise, value-added, or deduction of such liquidated damages shall not relieve other similar tax applicable to the Contractor from any of its other obligations or liabilities Products provided pursuant to this LTA Agreement. The Supplier shall be responsible for the payment of all other taxes, duties, levies, imposts or other charges relating to or arising out of the Agreement and the purchase and sale and delivery of the Products by the Supplier to Company hereunder. If and to the extent that Company pays any taxes, duties, levies, imposts or other charges payable by the Supplier, the Supplier shall reimburse such payment promptly upon request. Upon the request of Company, the Supplier shall provide all reasonable assistance to cause the benefit of any credit, rebate, drawback or other recovery, to which Company is entitled to be passed along to Company. The prices include any applicable withholding tax, and the amount received by Supplier after deduction of any applicable withholding tax shall be final. Supplier shall have no right to request any additional payment(s) to compensate for the tax withheld on the prices. The obligation to withhold any tax shall be the exclusive responsibility of the Company. Company shall timely pay the tax withheld to the relevant governmental authority. In order to apply any tax exemption, reduced withholding tax rate, or other similar tax benefit, Supplier shall provide Company with a tax residence certificate issued by the relevant governmental authority of the country of tax residence for the purposes of applying the relevant tax treaty. If this certificate is not provided by Supplier on time to the Company, then the Company will apply the withholding tax rate applicable according to the local applicable legislation of its country of residence and not the beneficial reduced tax rate or exemption The price of the delivered Products shall be paid by the Company to the Supplier according to the legislation/regulation defined in each country subject to the receipt of a valid invoice. Invoices of the Supplier shall comply the applicable legislation of the country in which invoice is issued and with Company’s reasonable requirements, must be accompanied with relevant supporting documents and must include the Purchase OrderOrder number. If the Supplier invokes the application of an agreement for avoiding double taxation according to clause .3. above, the Supplier shall provide Company with a corresponding tax residence certificate along with the invoice or promptly thereafter. If Company is obliged to withhold any taxes from its payments to the Supplier, Company shall, at the Supplier’s request, deliver to the Supplier a certificate of withholding, stating the taxes withheld and the sums paid as mentioned in Clause 8.3. above at the time at which, according to the legislation of the Company´s country of residence, this certificate must be issued by the relevant Government Authority.
Appears in 1 contract
Delivery. 8.1 The Contractor shall deliver the Products EXW(Incoterms 2010(a) All tangible Acquired Assets, will be delivered to Buyer (or its applicable Subsidiaries) FOB at the Contractorlocations of Seller and its Subsidiaries at which such assets are located in the ordinary course of the operation of the Business at the time of Closing. Risk of loss with respect to the Acquired Assets shall pass to Buyer on Closing. Buyer (or its applicable Subsidiaries) shall be responsible for all costs associated with the transport of such assets to the relevant location of Buyer or its Subsidiaries. Seller shall provide Buyer with reasonable access, upon reasonable advance notice, to Seller’s premises facilities to enable Buyer to obtain such delivery and shall reasonably cooperate with Buyer to cause such delivery to occur as soon and efficiently as is reasonably practicable.
(b) It is understood that, pursuant to the terms of the Transition Services Agreement, Seller and its Subsidiaries will continue to operate for Buyer and its Subsidiaries certain manufacturing equipment and assets at Seller’s headquarters located in San Jose, California, and certain Transferred Technology, for a period specified in the Transition Services Agreement. At the end of such period, to the extent such equipment and other assets and Transferred Technology are Acquired Assets, such assets shall be delivered to Buyer (or its applicable Subsidiaries) in accordance with this LTA Section 2.7(a).
(c) Any and with all Copyable Technology shall be delivered, transferred, transmitted at Seller’s cost to Buyer as Buyer shall direct at the quantities and other instructions Closing Date or as specified in the Purchase Orders (for shipping instructions, refer to Art. 9)soon thereafter as is reasonably practicable. All risks of loss Transferred Technology or damage other Acquired Assets that can be delivered by electronic transmission shall be so delivered or made available to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier Buyer (truckor its applicable Subsidiaries) collecting the Products at the Contractor’s premisesa designated FTP site.
8.2 Delivery (d) Within five (5) Business Days following the Closing Date, Seller shall not exceed the number deliver to Buyer a schedule of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premisesall Transferred Inventory.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 1 contract
Delivery. 8.1 The Contractor [Buyer’s receiving dock at its warehousing facility located at ] [Supplier’s Supplier shall deliver the Products EXW(Incoterms 2010Ex Works loading dock located at ] (Incoterms 2018) at by the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified delivery due date identified in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall may not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges delivered early, or in any quantities other than that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified identified in the Purchase Order, XXX without Xxxxx’s prior written consent. Tooling shall be held by Supplier solely on a bailment-at-will basis. Only Buyer has any right, title or interest in and to Tooling, except for Supplier’s limited right, subject to Xxxxx’s sole discretion, to use the Tooling in the performance of Supplier’s obligations under this Agreement. Supplier shall not use the Tooling for any other purpose. Supplier shall not commingle Tooling with the property of Supplier or any other person and shall not move any Tooling from Supplier’s premises without the prior written approval by Buyer. Buyer may, at any time, for any reason and without payment of any kind, retake possession of any Tooling without the necessity of payment or notice to Supplier, or a hearing or a court order, which rights, if any, are waived by Supplier. Upon Xxxxx’s request, Tooling will be immediately released to Buyer or delivered to Buyer by Supplier. Supplier’s continued holding of Tooling after demand has been made by Buyer for delivery will substantially impair the value thereof, and, accordingly, Buyer will be entitled to request a court order of possession without any need or proving damages or a bond. To the Contractor fullest extent permitted by law, Supplier shall not allow any lien or other encumbrance to be imposed on or attach to the Tooling through Supplier or as a result of Supplier’s action or inaction, and Supplier hereby waives any lien or other encumbrance that it may have or acquire in the Tooling. Supplier acknowledges and agrees that (i) Buyer is neither the manufacturer of the Tooling nor the manufacturer’s agent, (ii) Buyer is bailing Tooling to Supplier for Supplier’s benefit, (iii) Supplier has inspected the Tooling and is satisfied that the Tooling is suitable and fit for its intended purposes, of which Supplier is aware, and (iv) BUYER HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WHATSOEVER, EITHER EXPRESS OR IMPLIED, AS TO THE FITNESS, CONDITION, MERCHANTABILITY, DESIGN OR OPERATION OF THE BAILED PROPERTY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. Notwithstanding the foregoing, if the bailment relationship described in this Section is deemed to be a secured financing transaction, Supplier grants to Buyer a continuing security interest in any rights or interests it may have in the Tooling. Supplier may not charge Buyer for the cost of manufacturing or procuring any Tooling unless Xxxxx agrees in writing to reimburse Supplier for Supplier’s actual reasonable costs of manufacturing or procuring such Tooling (a "Reimbursement Authorization"). Buyer shall pay Supplier only the actual cost of such Tooling, not to exceed the authorized amount, if any, stated in the applicable Reimbursement Authorization. Supplier shall bear all risk of loss of and damage to Tooling. Supplier shall, at its own expense, for the benefit of Buyer, insure all Tooling with full and extended coverage for all losses, for its full replacement value, in accordance with the terms of Section. As and when it is commercially reasonable to do so, Supplier shall, at its sole cost and expense, maintain, repair, refurbish and replace Tooling. All replacement parts, additions, improvements, and accessories for such Tooling will automatically become Buyer’s property upon their incorporation into or attachment to the Tooling. All replacements of Tooling will also be Xxxxx’s property. Supplier shall replace any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred missing components of or inserts to any Tooling. Supplier will maintain a written inventory of all Tooling that sets forth a description and the location of all Tooling, and provide a copy of this inventory to Buyer upon request. Supplier shall mark all Tooling permanently and conspicuously to identify it as the result property of IDABuyer, and indicate Xxxxx’s obligations name and address. Supplier shall immediately sign any documents reasonably requested by Xxxxx to its clients evidence all of Buyer’s rights to deliver and interests in Tooling. Supplier grants to Buyer a limited and irrevocable power of attorney, coupled with an interest, to execute and record on Supplier’s behalf any documents with respect to Tooling that Buyer determines are reasonably necessary to reflect Xxxxx’s interest in the Products on time and to avoid stock outsTooling.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 1 contract
Samples: Master Purchase Agreement
Delivery. 8.1 The Contractor (a) Upon completion of the construction of the Platform and the tests and trials as provided in the Specifications, Seller shall tender delivery of the Platform to Buyer. Prior to tendering delivery, Seller shall have remedied at Seller's sole cost and expense any defects discovered by Buyer or Seller in Seller's workmanship or materials including installation of Buyer Furnished Equipment or any other nonconformity of the Platform with the requirements of the Specifications and performed any retests necessary to ensure that such items have been fully corrected. Buyer shall accept such tender of delivery, and Buyer shall not have the right to refuse to accept delivery of the Platform provided the same is substantially completed and capable of being utilized by Buyer. Any remaining items shall be completed by Seller following delivery and prior to departure of the Platform from Seller's Yard, or Buyer and Seller may mutually agree on an appropriate reduction of the Contract Price for such remaining items.
(b) On the Delivery Date, Buyer shall pay to Seller all amounts payable under this Agreement and Seller and Buyer shall execute and deliver a Protocol of Acceptance and Delivery acknowledging delivery of the Platform. Seller shall further deliver to Buyer a Bill ox Xxle confirming the conveyance of title to the Platform to the Buyer. which Bill ox Xxle shall (i) generally describe the Platform as a mobile, self-contained and elevating platform, (ii) contain a general warranty of title and freedom from liens (except as to matters arising by, through, or under Buyer) in favor of the Buyer, and (iii) be deemed to contain the additional warranties and covenants set forth in Section 11 hereinbelow without the necessity of making any reference to such warranties in the Bill ox Xxle. Seller shall also deliver to Buyer the remaining delivery documents set forth in the Specifications.
(c) Seller shall deliver the Products EXW(Incoterms 2010) Platform along side Seller's dock at the Contractor’s premises in accordance with this LTA Yard. Following delivery, Buyer shall have the right to dock the Platform at Seller's Yard for a period not to exceed fourteen (14) days, after which time the Platform must depart from Seller's Yard. During such post-delivery docking period, Buyer shall pay to Seller its standard charges for shore power, potable water, and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9)security guard service. All risks of loss or damage such charges must be paid by Buyer to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival Seller prior to departure of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the ProductsPlatform from Seller's Yard.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 1 contract
Samples: Platform Construction Agreement (Chiles Magellan LLC)
Delivery. 8.1 The Contractor shall deliver 1. Supplier is bound by the Products EXW(Incoterms 2010) at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as deadlines and/or dates specified in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premisesorder.
8.2 Delivery 2. Supplier shall notify Xxxx Systems in writing of the events that would prevent it from making the deliveries within the specified deadlines and/or dates, promptly upon the occurrence of such events or once they come to its knowledge. Making of such notification would not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premisesbe construed as an extension to such deadlines and/or dates.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition3. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able Supplier disobey/miss or has the risk to ensure delivery by disobey the deadlines and/or dates specified in the Purchase Orderorder, XXX shall Xxxx Systems shall, without further notice, be entitled to request instruct it to take appropriate measures in order to provide compliance with the Contractor to pay any additional transport schedule with the assistance of third-party companies appointed by Xxxx Systems. Incurred costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably shall be incurred as born by the result of IDA’s obligations to Supplier. In the event that the Supplier disobeys the deadlines specified in this Purchase Terms; that it has been projected that the delay on the delivery dates would take long; or that the Supplier would not fulfill its clients to deliver the Products liability on time and duly or would not fulfill it at all, Xxxx Systems shall have the right to avoid stock outs.
8.7 For late delivery terminate the Agreement, without further notice. All damages to be incurred by Xxxx Systems due to the failure to comply with the specified dates (including reflected and indirect damages) shall be born by the Supplier. If for any reason Xxxx Systems becomes obliged to make a payment due to the Supplier’s violation of Products or its liabilities, Xxxx Systems shall have recourse to the Supplier. Supplier hereby irrevocably agrees, declares and undertakes to pay all damages. Termination of the Agreement and/or filing a request for items which do recover of the damages under this Article shall not meet specifications and are therefore rejected by XXX or release the consigneeSupplier from its liability to pay penalty. Unless otherwise agreed in writing, XXX can claim liquidated damages from the Contractor and deduct 0.2Supplier shall pay Xxxx Systems the penalty amount of 0.5% of the value contract price for each day it violates/misses the deadlines specified in the order. The total amount of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10penalty cannot exceed 5% of the value contract price. Xxxx Systems may request the penalty to be paid to it or deduct the penalty from the payments to be made to the Supplier. The Supplier undertakes that it has reviewed and knows the penalty amount, and does not find it exorbitant, and accepts that the request for penalty payment would not mean contractual performance in any way, and that the Supplier shall not demand the reduction or cancellation of the Purchase Ordersaid penalty amount.
4. The payment Supplier can make early delivery or deduction partial delivery with the prior written approval of such liquidated damages Xxxx Systems.
5. Supplier shall not relieve take out transport insurance and pay the Contractor from any of its other obligations or liabilities pursuant costs related to this LTA or a Purchase Orderthe insurance.
Appears in 1 contract
Samples: Purchase Terms
Delivery. 8.1 The Contractor shall deliver Except where the Products EXW(Incoterms 2010) at Company notifies the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructionsDistributor otherwise, refer to Art. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made DDP to the Distributor’s notified delivery address (as soon that term is defined in Incoterms 2000) (“Delivery”). All Products shall be delivered by the date agreed between the parties which shall be stated on the order confirmation form. If no such date is stated on the order confirmation form, the relevant Products shall be delivered within [fourteen (14) days] of the date of the Order. Without prejudice to any other rights and remedies the Distributor may have, the Distributor shall notify the Company of any failure to deliver the Products in accordance with any Order or of any short delivery or of any damage in the delivered Products promptly on such failure or short delivery coming to its attention. Title and risk in the Products shall pass to the Distributor on Delivery unless payment is made prior to delivery in which case title shall pass on payment. [3.1 and 3.2] Specifics of these sections are business considerations, not really legal concerns. Here are some standard terms for a basic supply/delivery arrangement. This will be negotiated by the parties and may differ substantially based on the particulars of the deal. PAYMENT AND PAYMENT AMOUNT Payment from the Customer shall be made under the terms in the agreement between the Customer and the Seller. The Company shall invoice the Distributor for Products ordered on or at any time after the Products concerned are delivered. The Company’s invoices are due net thirty (30) days from the date of the Company’s invoice. The prices payable for the Products shall be as reasonably practicable after receiptset out in Appendix A. The prices as so set out are inclusive of all delivery charges which shall be included on the invoice concerned. IDA’s personnel or representatives or consignee All Orders accepted before the date of a price increase shall be at the price at the date on which the Order was accepted. If the Distributor fails to pay the charges within thirty (if applicable30) days of the due date for payment under this agreement (other than in the case of a bona fide dispute), the Company shall be entitled to reject charge the Distributor interest on the unpaid charges for the period from and refuse acceptance including the due date of payment up to the date of actual payment. The interest shall be paid at the rate of [two per cent (2%)] above the base rate from time to time of the Products Bank of England. If the Distributor disputes the whole or any portion of the amount claimed in an invoice submitted by the Company, the Distributor may notify the Company in writing within a reasonable period of receipt of the invoice together with reasons for disputing the invoice. For the avoidance of doubt, failure to pay the charges in the case of a bona fide dispute is not conforming a breach of this agreement. All prices and any other charges quoted by the Company under this agreement are [exclusive/inclusive] of any applicable VAT and any customs duties imposed or levied in the Territory. The exchange rate applicable to all payments under this LTA Agreement shall be the exchange rate published in the London Financial Times in effect on the date the Seller receives payment for the Product from a Customer. Payment to the Company shall be submitted to: [________] [4] Specifics of this are business considerations, not really legal concerns. Here are some standard terms for a basic supply/delivery arrangement. This will be negotiated by the parties and may differ substantially based on the particulars of the deal. [4.3] Pricing details are usually separate from main text of the agreement. EXPORT/IMPORT REQUIREMENTS If Product will be exported from the United States, the Party responsible for distribution of the Product shall obtain, at its own risk and expense, any export license or other official authorization and carry out, where applicable, ail customs formalities for the export of Product from the US under this Agreement and the related Purchase Orderimport of such Product. Payment The Party not responsible for exporting the Product shall use all reasonable efforts to assist the exporting Party in obtaining such import license or other authorizations necessary for the export of Product. If the Product will be exported from a country other than the United States, the Distributor shall be required to obtain, at its own risk and expense, any non- conforming Products pursuant export license or other official authorization and carry out, where applicable, all customs formalities for the export of Product and the import of such Product. The Company shall use all reasonable efforts to assist the Distributor in obtaining such import license or other authorizations necessary for the export of Product. The Party responsible for obtaining the export license or other official authorization as set forth in this LTA Section Article 5 shall also be responsible tor insuring compliance with export requirements, including but not limited to these requirements of the Bureau of Export Administration and the Bureau of Industry and Security of the U.S. Department of Commerce. [5] Not always a separate section, and the details will differ based on the particulars of the deal. LICENSE & NON-COMPETE License. For the duration of this Agreement, the Company grants to the Distributor a non-exclusive royalty-free license, to use the Company’s intellectual property rights (including any and all trademarks, logos and other markings used by the Company) that are reasonably necessary to promote the sale of the Product to Customers within the Territory. Intellectual property rights licensed from the Company to the Distributor used or embodied in the Product remain as the sole property of the Company. The Distributor shall not be deemed an acceptance apply for registration of or register any intellectual property rights that claim the Product or improvements thereof without the prior written consent of the Products.
8.4 The Contractor acknowledges that Company, nor shall the Distributor oppose any inspection and/or verification action taken by the Company with respect to registering such rights for the benefit of the Products Company.. The Distributor agrees that it will (i) use the trademarks of the Company only in a manner from time to time approved by IDA’s personnel the Company accompanied by an acknowledgment that the same are the trademarks of the Company, (ii) not use the trademarks of the Company in relation to any other products or representatives in any way which might prejudice their distinctiveness or validity or the contracted Quality Control Agent, does not involve the operational and functional status goodwill of the Products.
8.5 Company therein; (iii) not use any other trademarks so resembling the trademarks of the Company as to be likely to cause confusion or deception; and (iv) not use the trademarks of the Company in combination with any other trademark or other names or logos other than trademarks of the Company, except with the prior written consent of the Company. The Contractor acknowledges Distributor agrees that time the use of the trademarks of the Company and all goodwill associated therewith, shall inure to the benefit of the Company. The grant of the licenses from the Company to the Distributor under this Agreement shall be free of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frameany charges whatsoever.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 1 contract
Samples: Distribution Agreement
Delivery. 8.1 The Contractor a. Time will not be of the essence under this Contract.
b. Unless stated otherwise in PROK’s quotation, all Goods are supplied ex-works at the place of manufacture and delivery to a carrier's vehicle, including loading, shall constitute delivery by PROK to the Purchaser. No allowance has been made in the Price for transport, insurance or unloading costs. Where the Purchaser requests delivery other than ex- works PROK, at its sole discretion, may agree to act as agent for the Purchaser to effect such deliveryand all costs of carriage and insurance in relation thereto will be to the Purchaser's account. In any event the Purchaser shall ensure provision of reasonable access to the point of delivery and for off-loading and/or handling without delay.
x. XXXX reserves the right, in its sole discretion to make partial deliveries of any Goods and to invoice such partial deliveries separately to the Purchaser in accordance with clause 6 of these Terms and Conditions.
d. Unless otherwise expressly agreed in writing by PROK, all delivery dates provided by PROK are approximate only and although every reasonable effort will be made by PROK to deliver Goods by the estimated delivery date, any failure by PROK to deliver the Products EXW(Incoterms 2010Goods by any particular date will not entitle the Purchaser to cancel the Contract or void any of these terms of this Contract or entitle the Purchaser to claim any compensation whatsoever (including liquidated or unliquidated damages) at from PROK for late delivery.
e. Where PROK agrees in writing to guarantee a delivery date, PROK will not be liable for failure to fulfil or for delays in delivering the ContractorGoods where delivery is prevented, delayed or hindered by a force majeure event, any act or omission or direction of the Purchaser, the Purchaser’s premises employees, agents or contractors or where PROK is delayed by any other cause beyond PROK’s reasonable control.
f. All delivery dates are dependent upon the timely receipt of the Purchaser’s written order, all necessary particulars or details required for production and payment of any progress claims strictly in accordance with this LTA Contract.
g. If after a period of 14 days from the date PROK notifies the Purchaser that Goods are ready for delivery and delivery of such Goods is delayed for any reason beyond PROK’s reasonable control PROK shall be entitled, at its sole discretion, to arrange for suitable storage of such Goods at its premises or elsewhere and PROK shall take reasonable measures to protect the Purchaser's interest in such Goods. To then extent permitted by law, the Purchaser shall pay all reasonable costs of such storage together with the quantities all reasonable costs of insurance, demurrage, handling and other instructions contingent charges as specified in a result of the Purchase Orders (for shipping instructions, refer to Art. 9). All risks storage and delivery of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premisesGoods.
8.2 Delivery shall not exceed the number h. In addition to sub clause (g) above, if Goods are in whole or in part ready for delivery and if delivery of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time such Goods is calculated from the time delayed by reason of issuance instructions given, or lack of a Purchase Order accepted instructions by the ContractorPurchaser, including the manufacturing periodor any other delay outside of PROK’s reasonable control, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) then PROK shall be entitled to reject invoice and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Productsthose Goods in accordance with clause 6(d).
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 1 contract
Samples: Contract
Delivery. 8.1 The Contractor shall deliver the Products EXW(Incoterms 2010) 6.1 Delivery takes place on agreed ICC INCOTERMS in its most recent version at the Contractor’s premises in accordance with this LTA and with moment of the quantities and other instructions as specified in the Purchase Orders (for shipping instructionsagreement. If no INCOTERMS apply, refer delivery shall be understood to Art. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products occur at the Contractor’s premisesmoment unloading has finished taking place at the location designated by Buyer.
8.2 Delivery shall not exceed the number 6.2 Time of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival delivery of the Products at the final destination in accordance with instructions on a Purchase Order, Goods and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of performance of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be Services is of the essence in performance and shall start to run from the date of the LTA, and it shall use its best endeavors to abide acceptance by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice Seller of its intention to cancel the Purchase Order unless Products are delivered within or the agreed date on which the Seller is placed in possession of such information and specified time framedrawings as may be necessary to enable him to start work on the Goods or the Services, whichever may be the later.
8.6 In 6.3 Delivery of Goods in instalments shall be permitted only with the event that consent of the Contractor Buyer and such permission, if given, shall not entitle the Seller to claim payment prior to completion of the present Agreement unless the Buyer has agreed in writing.
6.4 If the Buyer is not able to accept delivery of the Goods or installation of the Goods when due, the Seller shall be responsible for arranging suitable storage at suitable premises of the Goods, advising the Buyer beforehand of the particulars of such proposed storage and the Seller shall also ensure that the Goods and the premises in which they are stored are properly insured against all the usual risks and notify the Buyer of such insurance cover.
6.5 If delivery by is made before the dates delivery date specified in the Purchase Order, XXX the Buyer may return the Goods to the Seller at the Seller's risk and expense.
6.6 Each delivery must be accompanied by details of the exact quantity and description of the Goods and/or the Services performed. Shipping documents and a separate invoice stating the relevant Purchase Order number for each shipment must be sent by first class mail to the Buyer's plant or office which issued the Purchase Order on the day on which the shipment is made, marked for the attention of the Accounts Office. When Goods are invoiced by the Seller but shipped by a third party, the invoice shall bear the name of the shipper and the point from which the delivery originated. If shipment is not delivered to the Buyer's premises, the original bill of lading must be furnished with the invoice(s).The Buyer's count shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred accepted as the result of IDA’s obligations to its clients to deliver the Products final on time and to avoid stock outsall shipments.
8.7 For late delivery 6.7 Delivery is completed only if the agreed Goods or Services are delivered in their entirety in accordance with the present Agreement at the location designated by Buyer.
6.8 The Seller shall provide Buyer a current material safety data sheet (“MSDS”) for each Good supplied to Buyer under the present Agreement on an annual basis or sooner in the event such document has been modified.
6.9 If the Seller is in the position of Products or for items which do being able to supply some but not meet specifications and are therefore rejected by XXX or all of its customers, the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% Buyer shall be given priority over all other of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase OrderSeller's customers.
Appears in 1 contract
Samples: Sales Contracts
Delivery. 8.1 The Contractor (a) Time will not be of the essence under thisContract.
(b) Unless stated otherwise in Nepean’s quotation, all Goods are supplied ex- works at the place of manufacture and delivery to a carrier's vehicle, including loading, shall constitute delivery by Nepean to the Purchaser. No allowance has been made in the Price for transport, insurance or unloading costs. Where the Purchaser requests delivery other than ex- works Nepean, at its sole discretion, may agree to act as agent for the Purchaser to effect such delivery and all costs of carriage and insurance in relation thereto will be to the Purchaser's account. In any event the Purchaser shall ensure provision of reasonable access to the point of delivery and for off-loading and/or handling without delay.
(c) Nepean reserves the right, in its sole discretion to make partial deliveries of any Goods and to invoice such partial deliveries separately to the Purchaser in accordance with clause 6 of these Terms and Conditions.
(d) Unless otherwise expressly agreed in writing by Nepean, all delivery dates provided by Nepean are approximate only and although every reasonable effort will be made by Nepean to deliver Goods by the estimated delivery date, any failure by Xxxxxx to deliver the Products EXW(Incoterms 2010Goods by any particular date will not entitle the Purchaser to cancel the Contract or void any of these terms of this Contract or entitle the Purchaser to claim any compensation whatsoever (including liquidated or unliquidated damages) at from Nepean for latedelivery.
(e) Where Xxxxxx agrees in writing to guarantee a delivery date, Nepean will not be liable for failure to fulfil or for delays in delivering the ContractorGoods where delivery is prevented, delayed or hindered by a force majeure event, any act or omission or direction of the Purchaser, the Purchaser’s premises employees, agents or contractors or where Nepean is delayed by any other cause beyond Nepean’s reasonable control.
(f) All delivery dates are dependent upon the timely receipt of the Purchaser’s written order, all necessary particulars or details required for production and payment of any progress claims strictly in accordance with this LTA Contract.
(g) If after a period of 14 days from the date Nepean notifies the Purchaser that Goods are ready for delivery and delivery of such Goods is delayed for any reason beyond Nepean’s reasonable control Nepean shall be entitled, at its sole discretion, to arrange for suitable storage of such Goods at its premises or elsewhere and Nepean shall take reasonable measures to protect the Purchaser's interest in such Goods. To the extentpermitted by law, the Purchasershallpayallreasonable costs of such storage together with the quantities all reasonable costs of insurance, demurrage, handling and other instructions contingent charges as specified in a result of the Purchase Orders (for shipping instructions, refer to Art. 9). All risks storage and delivery of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premisesGoods.
8.2 Delivery shall not exceed the number (h) In addition to sub clause (g) above, if Goods are in whole or in part ready for delivery and if delivery of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time such Goods is calculated from the time delayed by reason of issuance instructions given, or lack of a Purchase Order accepted instructions by the ContractorPurchaser, including the manufacturing periodor any other delay outside of Nepean’s reasonable control, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) then Nepean shall be entitled to reject invoice and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Productsthose Goods in accordance with clause 6(d).
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 1 contract
Samples: Terms and Conditions
Delivery. 8.1 The Contractor shall deliver the Products EXW(Incoterms 2010) at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art5.1. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products Deliveries shall be made as soon as reasonably practicable after receiptto the Delivery Address(es) listed in the Special Terms and Conditions. IDA’s personnel Avfuel or representatives or consignee its authorized shipping agent (if applicable“Shipping Agent”) shall be entitled provided access to reject Customer’s storage facilities during normal business hours, or at such other times as may be approved by Customer’s authorized representative, for the purpose of unloading the Products. Unless otherwise agreed in writing, the minimum delivery of Jet A fuel will be a full standard transport tanker load which is equivalent to 7,500 Gross Gallons, and refuse acceptance the minimum delivery for Avgas fuel will be a full standard transport tanker load which is equivalent to 8,500 Gross Gallons. Avfuel reserves the right to impose a surcharge for deliveries of less than a full tanker load.
5.2. Delivery shall be into tanks designated by Customer. Such designation shall be construed as a warranty that the designated tanks and containment areas have been inspected and approved by the appropriate regulatory agencies. Customer shall be responsible for all unloading operations including the placement of hoses into the proper storage tanks. Customer shall specifically designate and gauge the available capacity of the Products not conforming tanks into which the Product shall be unloaded, and shall bear all responsibility of spillage or contamination of the Product after it leaves the end of any properly operating hose provided by Avfuel or its Shipping Agent. Access to this LTA Customer’s tanks shall be furnished in such a manner that Avfuel or its Shipping Agent can safely and conveniently reach Customer’s storage facility with the related Purchase Order. Payment for hoses available, and Avfuel or its Shipping Agent may refuse to complete any non- conforming Products pursuant to this LTA shall delivery which Avfuel or the Shipping Agent determines, in it sole discretion, cannot be deemed an acceptance made safely.
5.3. Any claim by Customer of any discrepancy in the quantity of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time Product delivered shall be of effective only if made by written notice delivered to Avfuel within twenty-four (24) hours after the essence in performance of the LTAProduct is delivered to Customer. GIVEN THE NATURE OF THE PRODUCTS, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frameTIME IS OF THE ESSENCE WITH RESPECT TO SUCH CLAIMS AND NO CLAIM SHALL BE PERMITTED OR EFFECTIVE UNLESS DELIVERED WITHIN THE SPECIFIED PERIOD.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 1 contract
Samples: Sales Contracts
Delivery. 8.1 The Contractor Deliveries shall deliver the Products EXW(Incoterms 2010be made during normal working hours (being Monday to Friday from 7am to 4pm) and at the ContractorPurchaser’s premises cost. Delivery fees:
(i) are published in accordance with this LTA and with the quantities and other instructions BGC’s price list which is available on BGC’s website, or as specified in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage notified to the Products shall remain with Purchaser from time to time; and
(ii) may vary depending on the Contractor until size, weight and length of individual Orders. It is the Purchaser’s responsibility to check the delivery takes place docket and confirm that it is in accordance with the LTAPurchaser’s requirements before any Goods:
(i) leave BGC’s premises (where the Goods are collected); or
(ii) are unloaded (where the Goods are delivered). The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number If collection or delivery of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination Goods made in accordance with instructions the description on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification face of the Products docket is accepted, the Purchaser shall be made liable to pay for it and shall have no claim against BGC for the Goods not being as soon as reasonably practicable after receiptordered. IDAIn the event the Purchase or the Purchaser’s personnel or representatives or consignee (if applicable) agent is not on site to accept delivery, then the driver’s signature denoting the time, date and place of delivery shall be entitled deemed to reject and refuse be acceptance of the Products not conforming said delivery by the Purchaser in the absence of manifest error. Delivery will be made to this LTA the kerb alignment or edge of the road unless previously agreed. If the Purchaser requires the delivery vehicle to leave a public road to gain access to the Site, the Purchaser shall:
(i) ensure that the vehicle has a safe, suitable and unrestricted route between the kerbside nearest to the Site and the related Purchase Orderdischarge or unloading location;
(ii) comply with all occupational health and safety legislation; and
(iii) release and indemnify BGC against any loss, damage, cost or liability arising from events occurring while gaining or caused by such access (including damage caused to the delivery vehicle) unless solely caused by BGC’s negligent act or omission If BGC (acting reasonably) considers the Site unsafe or inaccessible then BGC reserves the right not to make the delivery of the Goods until such time as the Site is safe or an alternative address supplied. Payment If delivery is not completed within 1 hour after arrival on Site:
(i) waiting time in excess thereof will be charged at the rates notified to the Purchaser from time to time, save and except delay caused by BGC; or
(ii) the Goods may be taken back and stored at BGC’s premises (at the Purchaser’s cost) until such time as they are re-delivered or disposed of in accordance with clause 5b(iv). If a date for any non- conforming Products pursuant delivery is nominated by the Purchaser, BGC will not be bound to this LTA deliver the Goods by that date unless it expressly agrees to do so in writing, signed by BGC, in which case it will be deemed to agree to use reasonable endeavours to deliver by the relevant date. BGC shall not be deemed an acceptance liable for any failure to deliver which is caused or contributed to by causes beyond its reasonable control, and the time specified for completion of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time delivery shall be extended commensurately. Delay in delivery or completion shall not constitute a breach of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(sthese Terms. The Purchaser acknowledges that:
(i) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products once Goods are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is to a third party (such as a courier), they are outside BGC’s control. BGC will not able to ensure delivery by the dates specified in the Purchase Orderbe liable for any loss, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late damage, delay or non-delivery of Products goods caused or for items which do not meet specifications and are therefore rejected contributed to by XXX or a third party, to the consignee, XXX can claim liquidated damages from extent permitted by law; and
(ii) the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages Purchaser shall not relieve be relieved of any obligation to accept or pay for the Contractor from Goods by reason of any of its other obligations or liabilities pursuant to this LTA or a Purchase Orderdelay in delivery.
Appears in 1 contract
Samples: Terms and Conditions
Delivery. 8.1 3.1 After the Order is accepted, Viatel shall use all reasonable endeavours to provide the Service by the Requested In Service Date. Viatel shall notify the Customer of the Committed Delivery Date as soon as is reasonably practicable following acceptance of the Order.
3.2 The Contractor Service shall be provided by Viatel to the relevant Demarcation Point(s). The Customer shall ensure the Customer side of the Demarcation Point (including any equipment provided by the Customer) meets all technical specifications included in the Order or as otherwise specified by Viatel.
3.3 Where the Demarcation Point is within a Site owned or occupied by Viatel, then the Customer shall comply with the access and operating procedures of that Site and/or any other procedures that may be notified to the Customer. Where the Demarcation Point is in a non-Viatel location, to enable Viatel to deliver the Products EXW(Incoterms 2010Service, the Customer shall: (i) provide to Viatel the Site and demarcation information as reasonably required by Viatel; (ii) at its own expense prepare the Contractor’s premises Site in accordance with this LTA Viatel's reasonable instructions and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with all applicable health and safety requirements; (iii) procure the LTAgrant to Viatel of access to the Site including the obtaining of all necessary wayleaves, consents, licenses or other permissions. Where such information or access is delayed, the Committed Delivery Date may be extended by Viatel by one day for every day of delay.
3.4 Viatel shall use reasonable endeavours to issue an In- Service Notification when the Service is ready to hand over. The Contractor shall load the Products onto the first carrier Customer shall, within five (truck5) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number Business Days of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time receipt of issuance such In Service Notification, notify Viatel of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory conditionany Fault. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that a Service is to be provided to multiple Sites, such notification shall specify the Contractor is not able to ensure delivery Sites which are affected by the dates specified Fault, with the Service being deemed Accepted with respect to all other Sites. In the event that Customer notifies Viatel of a Fault then, as the Customer’s sole and exclusive remedy, Viatel shall use reasonable endeavours to rectify the Fault and either provide the Customer with a new In-Service Notification or reconfirm the previous In-Service Notification.
3.5 The Service shall be deemed Accepted by the Customer upon; (i) the expiry of the ten (10) Business Days period referred to in Clause 3.4 where no notification as to any Fault has been made by the Customer; or (ii) reconfirmation by Viatel of an In Service Notification in accordance with Clause 3.4; or (iii) where no In Service Notification has been issued, upon the date the Customer first uses the Service.
3.6 Where Viatel is solely responsible for the delay in meeting the Committed Delivery Date, then Viatel shall provide the Customer with applicable Service Credits as defined in the Purchase OrderService Schedule.
3.7 Unless procured by the Customer, XXX Tail Circuits required for the provision of the Service shall be detailed in the Order and shall be provided by a third-party operator. Any rights, remedies, credits or service the Customer may have, or be entitled to request regarding a Tail Circuit, are limited to those rights, remedies, credits or service which Viatel (and/or any relevant Viatel Affiliate) may be entitled to under its agreement with the Contractor third-party operator of the Tail Circuit;
3.8 The estimated costs for any relevant Tail Circuit(s) shall be incorporated within the Charges indicated on the Order but may remain subject to pay a survey of the relevant Customer Site by the third-party operator and may be subject to change, with any additional transport costs such change (e.g. airliftingwhether constituting an increase or decrease in the Charges) and/or additional Quality Control cost which may reasonably be incurred as being passed onto the result of IDA’s obligations to Customer in its clients to deliver the Products on time and to avoid stock outsentirety.
8.7 For late delivery of Products 3.9 The Customer acknowledges that Viatel may use Affiliates and/or subcontractors to provide a Service (or for items which do not meet specifications any part thereof).
3.10 Viatel acknowledges that, subject to the Customer’s compliance with the obligations and are therefore rejected by XXX or undertakings set out in clause 6 the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant Customer may resell a Service to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.third party
Appears in 1 contract
Samples: General Terms and Conditions
Delivery. 8.1 The Contractor Unless otherwise agreed in writing, all deliveries of Products shall deliver the Products EXW(Incoterms 2010) at the Contractor’s premises be made Ex Works of Seller's factory in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders ICC's Incoterms (for shipping instructions, refer to Art. 92000). All risks of loss or damage to the Products shall remain with pass from the Contractor until delivery takes place Seller to the Buyer when the Products are delivered to the Buyer in accordance with the LTAagreed trade term as defined in ICC's Incoterms (2000). The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number Seller may make deliveries in installments which will be invoiced individually. The Buyer will make payment in accordance with clause 4 of days these Standard Terms and Conditions. 0000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxx, XX – USA Phone: 000-000-0000 Fax: 000-000-0000 - E-mail: xxxxxxx@xxxxxxx.xxx Released January 4, 2010 – Supersedes February 15, 2007 Times specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time delivery of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available given and intended as estimates only unless otherwise agreed in writing. Where a firm time for dispatch from delivery has been expressly agreed upon, no delivery shall be considered overdue until the Contractor’s premises.
8.3 Delivery Buyer has made a written request for delivery and given the Seller a reasonable opportunity to comply therewith. The Buyer shall only have the right to cancel the Contract by serving written notice to the Seller if the Seller is unable due to circumstances for which it is fully responsible to comply with the extended or postponed delivery time and the Buyer has stated in writing when agreeing to the new delivery time that it will refuse to take delivery if the new delivery date is not met. In no event shall the Seller be completed upon liable for indirect, special, consequential or punitive damages arising out of or in connection with the arrival late delivery of the Products. The Buyer shall inspect or have inspected the Products delivered and shall notify the Seller in writing of any discrepancy regarding the quantity, specification or quality of the Products at to the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee order within fourteen (if applicable14) that the Products are in a satisfactory condition. Inspection and verification days of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance receipt of the Products.
8.4 . Once this time period has elapsed, the Buyer shall be deemed to have accepted the Products. The Contractor acknowledges that Seller shall replace incorrect Products and deliver additional Products to meet the ordered quantity and the Buyer shall have no claim to compensation whatsoever. The Buyer shall not return any inspection and/or verification Products without the prior written permission of the Products by IDA’s personnel or representatives or Supplier. Submitting a claim shall at no time release the contracted Quality Control Agent, does not involve Buyer from its obligations under the operational and functional status of the ProductsContract.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 1 contract
Delivery. 8.1 The Contractor Supplier shall deliver without prejudice to Clause 3.1.3 perform its obligations under this Contract in a timely manner and provide the Products EXW(Incoterms 2010) at the Contractor’s premises Services in accordance with the Implementation Plan and any agreed Milestones Dates. Notwithstanding any other provision of this LTA Contract and unless otherwise agreed by the Parties, time of Delivery in relation to commencement and/or supply of the Services shall be of the essence and if the Supplier fails to Deliver or supply any of the Services within the time specified in accordance with the quantities Implementation Plan, the Contracting Body may release itself from any obligation to accept and pay for the Services and/or shall be entitled to terminate this Contract with immediate effect regardless of any other instructions provision of this Contract and in either case without prejudice to any other rights and remedies of the Contracting Body under this Contract. If the provision of the Services is delayed by reason of any act or omission of the Contracting Body or the Contracting Body’s employees or authorised agents, the Supplier shall be entitled to a reasonable extension of time and to any reasonable additional costs which it can show were directly incurred as result of the delay, provided always that it notifies the Contracting Body in writing immediately it discovers that the provision of the Services will be so delayed and provided further that such extension of time shall not go beyond the Initial Term or any Extension Period thereafter as agreed between the Parties. Except where otherwise provided in this Contract, the Services shall be provided by the Staff or the Sub-Contractors at such a location or locations as set out in the Order Form. Except where otherwise provided in this Contract, Delivery shall include the unloading, stacking or installation of the Services by the Staff or the Supplier's suppliers or carriers at such place as the Contracting Body or Contracting Body Representative shall reasonably direct. In the event that not all of the Services are Delivered by the relevant Milestone Dates specified in the Purchase Orders Implementation Plan (Undelivered Services) then the Contracting Body shall be entitled to withhold payment of the Contract Charges for shipping instructions, refer any Services that were not Delivered in accordance with the corresponding Milestone Date until such time as the Undelivered Services are Delivered. The Contracting Body shall be under no obligation to Art. 9accept or pay for any Services Delivered in excess of the quantity specified in the Order Form (over-Delivered Services). All risks of loss or damage If the Contracting Body elects not to accept such over-Delivered Services it shall give notice in writing to the Products Supplier to remove them within five (5) Working Days and to refund to the Contracting Body any expenses incurred by the Contracting Body as a result of such over-Delivered Services (including but not limited to the costs of moving and storing the over-Delivered Services), failing which the Contracting Body may dispose of such over-Delivered Services and charge the Supplier for the costs of such disposal. The risk in any over-Delivered Services shall remain with the Contractor until delivery takes place in accordance with Supplier. Unless expressly agreed to the LTA. The Contractor shall load contrary, the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA Contracting Body shall not be deemed an acceptance obliged to accept Delivery by instalments. If, however, the Contracting Body does specify or agree to Delivery by instalments, Delivery of any instalment later than the date specified or agreed for its Delivery shall, without prejudice to any other rights or remedies of the Products.
8.4 The Contractor acknowledges that Contracting Body, entitle the Contracting Body to terminate the whole or any inspection and/or verification unfulfilled part of the Products Contract without cost or liability to the Contracting Body. Any Milestone Date mentioned in the Implementation Plan and this Contract may be extended by IDA’s personnel or representatives or written agreement between the contracted Quality Control AgentParties but otherwise, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that as regards Milestone Date, time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frameessence.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 1 contract
Samples: Order Form and Call Off Terms
Delivery. 8.1 The Contractor shall deliver commercial terms used by Buyer and Vendor in the Products EXW(Incoterms 2010) at the Contractor’s premises in accordance with this LTA Order, and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee Special Conditions (if applicable) that ), will have the Products are meaning defined in a satisfactory condition. Inspection and verification the 2020 edition of the Products shall be made as soon as reasonably practicable after receiptINCOTERMS published by the International Chamber of Commerce. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance The transfer of the Products not conforming to this LTA ownership and the related Purchase Order. Payment transfer of risks will come into effect upon arrival of Goods in the Buyer's premises, except where otherwise provided for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of in the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives Order or the contracted Quality Control AgentSpecial Conditions. If Buyer stipulates a required delivery date on the Order or in the Special Conditions for the Goods to be delivered or the Services to be performed, does not involve this date is considered as firm and Vendor expressly undertakes to respect this delivery or performance date and otherwise to notify the operational and functional status of the Products.
8.5 The Contractor acknowledges Buyer immediately. As it is essential that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated are respected, in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor total quantity of the Goods is not able delivered infull by the date mentioned inthe Order or in the Special Conditions, the Buyer is fully entitled, without any previous notice, either to ensure refuse the Goods and cancel the Order, or, if the Vendor confirms that it can deliver the Goods, to require the Vendor to effect immediate delivery by using the dates quickest means of transport with any extra transportation costs being entirely for the Vendor's account. A delivery notice in the name of the Buyer must accompany any delivered Goods. A delivery advice note should be sent as soon as possible and, at the latest, the day before the Goods are dispatched. To the extent specified in the Purchase OrderSpecial Conditions, XXX shall be entitled any delay in delivery of Goods or in the performance of Services will result in a delay penalty, in addition to any other rights and remedies available to Buyer, including the Buyer’s right to request the Contractor to pay performance and compensation for any additional transport costs (e.g. airlifting) and/or additional Quality Control cost loss or damage which Buyer may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outshave suffered.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 1 contract
Delivery. 8.1 The Contractor Supplier shall make available or deliver the Products EXW(Incoterms 2010EXW (Ex-Works), or FCA (Free Carrier Alongside), or DAP (Delivered at Place) including offloading for Indian supplies to Government Medical Store Depots (GMSDs) situated in Delhi, Chennai, Hyderabad, Mumbai, Karnal, Kolkatta and Guwahati (Incoterms 2020) as follows: at the ContractorSupplier’s premises available for collection for EXW; at named place as quoted for FCA, and at consignee warehouse including offloading for DAP, in accordance with this LTA and with the quantities and other instructions as specified in the relevant Purchase Orders (for shipping instructions, refer to Art. 9)Orders. All risks of loss or damage to the Products shall remain with the Contractor Supplier until collection or delivery takes place in accordance with the LTA. The Contractor shall load LTA and the Products onto Incoterms specified in the first carrier (truck) collecting the Products at the Contractor’s premisesPurchase Orders.
8.2 Delivery shall not exceed the number of days Lead Time specified for each item in the respective Purchase Order and at the Contractor time of order confirmation in accordance with the terms of this LTA. Supplier acknowledges that delivery lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the to Supplier to when Products are available ready including QA release by supplier for PSI or dispatch from (in case PSI/sampling is not required) at the Contractor’s premisespremises of the supplier along with the required shipping documents as specified in the Purchase Order.
8.3 Delivery shall only be considered as completed upon the arrival collection of the Products or their arrival at the final destination in accordance with instructions on a Purchase OrderArticle 8.1 above, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification Verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- non-conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor Supplier will supply the Product in compliance with the Supplier’s standard specifications for the applicable Product. IDA’s personnel or representatives or consignee (if applicable) shall inspect the Product delivered and will notify the Supplier of any defects, damage or shortage within fifteen (15) calendar days of receipt. IDA’s personnel or representatives or consignee (if applicable) shall notify the Supplier of any hidden or latent defects (i.e. not discoverable by routine quality control inspection), of which it becomes aware, within five (5) days following discovery of the defect. If XXX notifies the Supplier of a defect, damage or shortage within the above-mentioned timeframes and:
a) In case of quality complaints, the Supplier to undertake an investigation and provide the report to XXX as per the agreed timelines.
b) the Supplier agrees with XXX’s explanation of the cause of such defect, damage or shortage, the Supplier will compensate XXX for any defective, damaged or missing Product (unless such defect, damage or shortage is caused by the actions or omissions of IDA or its sub-contractors, or occurs while the Product is under the control of XXX); or
c) the Supplier disagrees with IDA’s explanation of the cause of such defect or damage, samples shall be submitted for QC testing to an independent laboratory, when the product quality is concerned and final decision to be taken following the outcome. For other damages mutually acceptable agreement to be sought with regards to the Product being defective or damaged shall be final and binding upon the Parties.
d) the costs arising from this process shall be borne by the party whose claim failed.
8.5 The Supplier acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control AgentCSI, does not involve is without prejudice to the operational and functional status warranties extended by the Supplier under Article 17, which shall remain valid for the duration of the Productsshelf life of the Product.
8.5 8.6 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it Supplier shall use its best reasonable endeavors to abide by the delivery dates stated in the Purchase Orders. If the Supplier is not able to meet such a delivery date or the quantities required under that Purchase Order, provided howeverthen the Supplier will pro-actively alert IDA and provide a justified reason for not meeting that date and or quantity. In case XXX and the supplier do not find an acceptable solution, that where IDA may apply the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time framerights stated in art 4.6.
8.6 8.7 In the event that the Contractor Supplier is not able to ensure delivery by as per the dates specified committed in the Purchase OrderOrder confirmation, XXX IDA shall be entitled to request the Contractor Supplier to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control PSI cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock stock-outs.
8.7 8.8 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX IDA or the consignee, XXX can claim liquidated damages from the Contractor Supplier and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional calendar day of delay, up to a maximum total of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor Supplier from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 1 contract
Samples: Long Term Agreement
Delivery. 8.1 The Contractor shall (1) Unless otherwise agreed in writing, we deliver "ex works". Where the Products EXW(Incoterms 2010) at customer is responsible for collection (Holschuld), the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage risk passes to the Products shall remain with customer when the Contractor until delivery takes place in accordance with goods are picked and made available for collection as agreed. Similarly, if we are responsible for sending the LTAgoods (Schickschuld), the risk passes when they are handed over to the carrier. Where we are required to deliver to an agreed destination (Bringschuld), the risk passes when the goods leave our factory. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item same applies in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor customer fails to accept the goods without a legitimate reason (Gläubigerverzug).
(2) We have the right to make reasonable partial deliveries.
(3) Our delivery obligation is at all times subject to the condition that we receive timely and proper deliveries from our suppliers. Similarly, our delivery obligation is subject to the provision of the materials, documents, authorizations and approvals required to be obtained by the customer as well as receipt of any agreed deposit and the clarification of all technical issues.
(4) Unless expressly agreed otherwise in writing, stated delivery dates are always subject to change.
(5) Delivery dates will be extended by any period of customer default on payment under the contract.
(6) In the event of obstacles to delivery caused by force majeure or unforeseen events for which we are not legally responsible, such as operational disruptions, strikes, lock-outs, orders issued by government authorities, the subsequent loss of export or import options and timely and proper delivery from our suppliers as referred to in paragraph (5) above, we will be released from the obligation to comply with agreed delivery dates for the duration and to the extent of their impact. In such cases we also have the right to rescind the contract, without such rescission giving rise to any rights on the part of the purchaser to claim compensation or make other claims.
(7) If an agreed delivery time is not able met and no obstacle to ensure delivery by as described in paragraph (6) above exists, the dates specified purchaser must grant us, in writing, a reasonable grace period of at least two weeks. If we also fail to deliver within this grace period and are culpable for such failure, the Purchase Orderpurchaser may rescind the contract, XXX shall be but is not entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients claim damages for non-performance or default, unless our failure to deliver the Products on time and was due to avoid stock outsintentional or grossly negligent conduct.
8.7 For late delivery of Products (8) If the parties subsequently agree to other or for items which do not meet specifications and are therefore rejected additional services that affect agreed deadlines, such deadlines will be extended by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Orderreasonable period.
Appears in 1 contract
Delivery. 8.1 The Contractor shall deliver the Products EXW(Incoterms 2010) at the Contractor’s premises in accordance with this LTA Any dates quoted for delivery are approximate only and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance delivery and installation shall not be of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available essence. The Company shall not in any event be liable for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival any delay in delivery of the Products at that is caused by a Force Majeure Event or the final destination in accordance Customer’s failure to provide the Company with adequate delivery instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) other instructions that are relevant to the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance supply of the Products.
8.4 8.2 The Contractor acknowledges Products shall be collected by the Customer from the Company’s premises at 24 – 8TH AVENUE, EDENVALE, GAUTENG PROVINCE, SOUTH AFRICA, or such other location as may be advised by the Company prior to delivery (Delivery Location) any time after the Company has notified the Customer that any inspection and/or verification the Products are ready for collection or as otherwise agreed in the Company’s quotation. The delivery or collection date must be in writing on the tax invoice prior to the Customer effecting same.
8.3 Where it is agreed that the Products shall be delivered by instalments each delivery shall be treated as a separate contract and if the Customer neglects or refuses to take delivery of or pay for more instalments the Company shall be entitled to treat such breach of contract as a repudiation of the whole Contract. The Company may deliver the Products by IDA’s personnel instalments, which shall be invoiced and paid for separately. Any delay in delivery or representatives defect in an instalment shall not entitle the Customer to cancel any other instalment or give rise to any other remedy.
8.4 The Company hereby reserves the contracted Quality Control Agentright to charge a reasonable handling fee for the return of any Product due to any reason other than the fact that the Product failed, does not involve is defective, hazardous or unsafe as defined in the operational and functional status of the ProductsCPA.
8.5 The Contractor acknowledges that time Company will not deliver to or collect from any location which it in its discretion considers to be unsuitable, including inaccessible roads or off-road locations. If a vehicle belonging to the Company is used for performing the Contract at a place situated off the public highway, the Customer shall be solely responsible for any damage or loss occasioned by reason of such delivery or collection whether to the essence Products or the Company’s property and shall indemnify the Company in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time framerespect thereof.
8.6 In the event that of any Products or related materials delivered on the Contractor is not able public highway or elsewhere, the Customer shall be solely responsible for compliance with any and all regulations and for all steps which need to ensure be taken for the protection of persons or property in relation to such Products and shall indemnify the Company in respect of all or any costs, claims, losses or expenses which it may incur as a result of any complaint arising out of any delivery as aforesaid.
8.7 If the Company fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the dates specified Customer in obtaining replacement Products of similar description and quality in the Purchase Ordercheapest market available, XXX less the price of the Products. The Company shall be entitled to request the Contractor to pay have no liability for any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients failure to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected the extent that such failure is caused by XXX a Force Majeure Event or the consignee, XXX can claim liquidated damages from Customer’s failure to provide the Contractor and deduct 0.2% Company with adequate delivery instructions or any other instructions that are relevant to the supply of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase OrderProducts.
Appears in 1 contract
Samples: Terms and Conditions of Sale
Delivery. 8.1 The Contractor 2.1. Where the Seller delivers the goods to the Purchaser, the sale shall deliver the Products EXW(Incoterms 2010) at the Contractor’s premises in accordance with this LTA be deemed to have been concluded and with the quantities and other instructions as specified risk in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage goods shall pass to the Products shall remain with Purchaser upon the Contractor until Seller having delivered the goods to the delivery takes place in accordance with address designated by the LTAPurchaser when ordering the goods, against the Purchaser or its representative having signed a copy of the invoice to acknowledge receipt of the goods. The Contractor shall load Seller reserves the Products onto right to impose a reasonable charge on the first carrier (truck) collecting Purchaser for the Products at delivery of the Contractor’s premises.
8.2 Delivery goods which charge shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.21% of the value of the Products pursuant goods (inclusive of VAT) as reflected in the invoice. Should the Seller elect to impose such a Purchase Order per additional day charge, it shall be added to the invoice as a line item and shall be settled by the Purchaser together with payment for the goods as contemplated in 4 below.
2.2. Any other delivery agent being used for purposes of delay, up delivering the goods to a maximum of 10% the Purchaser shall be deemed to be acting as agent for the Purchaser and risk in the goods shall pass to the Purchaser when the delivery agent has taken possession of the value goods.
2.3. The date of delivery stipulated in the invoice is an approximate date only. Whilst the Seller shall use its reasonable endeavours to effect delivery on the stipulated date, the Seller reserves the right to defer the date of delivery or to cancel the contract or reduce the volume of goods ordered by the Purchaser (without liability to the Purchaser) if the Seller is prevented from or delayed in performing under this agreement due to circumstances outside the reasonable control of the Purchase OrderSeller including but not limited to acts of God, government actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, drought, lockouts, strikes or other labour disputes or delays affecting carriers or inability or delay in obtaining supplies of products. In the event of such a delay or failure to effect delivery the Seller shall not be liable to the Purchaser for any loss, damage or expense arising from such delay or failure.
2.4. If the Purchaser fails to take delivery of the goods when tendered by the Seller, the risk in the goods shall immediately pass to the Purchaser who shall refund to the Seller on demand the reasonable costs (including storage, transport and insurance) of moving the goods and keeping them during the period of the delay.
2.5. Claims by the Purchaser for any short delivery of goods shall only be considered if submitted in writing and received by the Seller within 10 days from the date of delivery. The payment or deduction of such liquidated damages Seller shall not relieve be liable for any short deliveries where it is shown that the Contractor cause of the short delivery arises from the actions of any of its other obligations or liabilities pursuant to this LTA or a Purchase Orderdelivery agent.
Appears in 1 contract
Samples: General Conditions of Sale
Delivery. 8.1 The Contractor shall deliver 3.1 Time is of the Products EXW(Incoterms 2010) at the Contractoressence in Supplier’s premises in accordance with this LTA and with the quantities and other instructions as specified in performance of its obligations under the Purchase Orders (for shipping instructions, refer Order.
3.2 Supplier will immediately notify Kymeta if Supplier’s timely performance under the Purchase Order is delayed or is likely to Artbe delayed. 9)Kymeta’s acceptance of Supplier’s notice will not constitute Kymeta’s waiver of any of Supplier’s obligation other than the any delays specifically accepted by Kymeta in writing. All risks of loss or damage deliveries made pursuant to the Products shall remain with the Contractor until delivery takes place this Agreement must be complete and in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified specifications set forth in the Purchase Order. Unless Supplier has obtained prior written approval from Kymeta, XXX shall incomplete deliveries or late deliveries will not be accepted, nor will over-deliveries in excess of specified quantities.
3.3 If Supplier delivers Work after the Delivery Date, Kymeta may reject such Work and will be entitled to request the Contractor rights set forth in Section 6.
3.4 Kymeta will hold any Work rejected under the Purchase Order at Supplier’s risk and expense, including storage charges, while awaiting Supplier’s returns shipping instructions. Supplier will bear all return shipping charges, including without limitation, insurance charges Kymeta incurs on Supplier’s behalf.
3.5 Supplier will preserve, pack, package and handle the Products so as to pay protect the Products from loss or damage and in accordance with best commercial practices in the absence of any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which specifications Kymeta may reasonably provide. Kymeta reserves the right to refuse deliveries if there is any damage to packaging. The Supplier will be incurred as responsible for replacement or refund, if any Products are received with damage due to improper packaging. Without limiting the result foregoing, Supplier shall observe the requirements of IDA’s obligations any local laws and regulations relating to hazardous work, including, without limitation, with respect to its clients to deliver the Products on time accompanying information, packing, labeling, reporting, carriage and to avoid stock outsdisposal.
8.7 For late 3.6 Supplier will include, with each delivery of Products or Products, a packing list identifying the Purchase Order number, the Kymeta part number for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value each of the Products pursuant to (if applicable), a Purchase Order per additional day description and the quantity of delay, up to a maximum of 10% each of the value Products, and the date of shipment.
3.7 Unless Kymeta expressly instructs otherwise, Supplier will deliver all Work to Kymeta’s facility at the address set forth the Purchase Order. The payment or deduction Seller assumes responsibility for all shipping and delivery charges including, without limitation, customs, duties, costs, taxes and insurance. Risk of such liquidated damages shall loss for the Products does not relieve the Contractor from any of its other obligations or liabilities pursuant pass to this LTA or a Purchase OrderKymeta until acceptance in accordance with Section 6.
Appears in 1 contract
Samples: Terms of Purchase
Delivery. 8.1 The Contractor shall deliver Delivery on the Products EXW(Incoterms 2010) at the Contractor’s premises Order must be made in accordance with this LTA and with the quantities and other instructions as on the dates specified by Buyer. Partial shipments shall be allowed only if specifically indicated in the Order. Unless otherwise specified in the Purchase Orders Order, delivery is Delivered Duty Paid (as defined in Incoterms 2000), Buyer’s location or such other destination as may be specified in the Order. Seller acknowledges that Buyer’s production and marketing schedules are based in part upon the delivery/completion date(s) specified in the Order. Time and place of delivery are, therefore, of the essence with respect to Xxxxxx’s performance under the Order. Any provision in the Order or subsequent agreement by Buyer for shipping instructionsinstallment deliveries of the items specified in the Order shall not be construed as a waiver of this requirement or as severing Seller’s obligations for full, refer on-time, delivery of all items specified in the Order. If Seller determines that it either cannot or may not complete delivery at the specified time and place or in the specified manner, Seller shall promptly notify Buyer and indicate the earliest possible date that it is confident that it can complete conforming delivery. Notwithstanding such notice, and notwithstanding that Seller’s failure to Art. 9). All risks effect conforming delivery may be or is due to causes beyond Seller’s control, Seller’s failure to effect conforming delivery shall entitle Buyer, without any liability to Seller hereunder, to revoke any prior acceptance of a partial delivery by Seller, to return at Seller’s risk and expense all or any part of items delivered in partial satisfaction of the Order, to cancel the Order, to receive a refund of any amounts paid to Seller pursuant to the Order for any items returned to Seller, and to purchase substitute items or services elsewhere and charge Seller with any loss or damage additional costs incurred in connection with such purchases. If in order to comply with Xxxxx’s required delivery date it becomes necessary for Seller to ship the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number items by a more expensive mode of days transportation than specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products any increased transportation cost resulting therefrom shall be paid for by Seller unless the necessity for such rerouting or expedited handling has been caused by Buyer. Over shipments may be returned by Buyer at Seller’s risk and expense, or retained by Buyer at no increase in price. Unless specifically indicated in the Order, payment may be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the ProductsItems.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 1 contract
Samples: Terms and Conditions of Purchase
Delivery. 8.1 The Contractor Time of delivery is of the essence. SELLER shall deliver the Products EXW(Incoterms 2010) goods to PPI on the delivery date and at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified destination stated in the Purchase Orders (for shipping instructions, refer to ArtOrder. 9). All risks of loss or damage to Shipments must equal the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item exact amounts identified in the respective Purchase Order and no partial shipments, changes or substitutions in specifications may be made without PPI’s prior written consent. Seller will immediately notify PPI in writing of any event that may affect the quality or delivery of the goods and the writing shall state the reason for the delay and provide a new delivery schedule, which shall be subject to written acceptance by PPI. In case of delay in delivery, PPI may at its convenience terminate or suspend all or any portion of this Purchase Order that has not been shipped as of the date of such termination or suspension. If PPI terminates this Purchase Order because of SELLER’s delay in delivery, PPI may, without prejudice to PPI’s other rights or limiting PPI’s other remedies, purchase goods in substitution for those goods not properly delivered by SELLER and recover from the SELLER the difference between the contracted price under this Purchase Order and the Contractor acknowledges that lead time is calculated from price actually paid by PPI for the time substitute goods, together with any incidental or consequential damages suffered by PPI as a result of issuance of a SELLER’s delay. CANCELLATIONS: PPI may at its option cancel any unshipped goods. If this Purchase Order accepted covers any standard stock merchandise, PPI’s obligation shall be only to pay for goods shipped prior to cancellation. If this Purchase Order covers goods made to PPI’s specifications or prepared by the ContractorSELLER only for PPI, including the manufacturing periodupon receipt of notice of cancellation, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery SELLER shall only be completed upon the arrival of the Products at the final destination cease manufacture, supply or work in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that to the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates extent specified in the notice and shall immediately do everything possible to mitigate any cost incurred by SELLER as a result of PPI’s cancellation. In such cases, provided that SELLER is not in default, PPI shall pay the reasonable costs incurred by SELLER in fulfilling this Purchase OrderOrder prior to date of QUALITY: SELLER shall maintain a quality management system which is acceptable and appropriate for the goods supplied hereunder and shall comply with general industry standards. Goods supplied shall meet the requirement in the applicable technical specifications and documentations (drawings, XXX specifications, standards, etc.) It shall be entitled the sole responsibility of SELLER to request monitor that the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as technical specifications regarding materials, methods, form, fitness, and function are observed, whether or not the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products items have been manufactured by SELLER or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant SELLER’s subcontractors. If no specific requirements are stated, good industry and craftsman-like practice shall be observed. SELLER shall notify the organization of changes in product and/or process, changes of suppliers, changes of manufacturing facility location and, where required obtain organization approval, and flow down to this LTA or a Purchase Orderthe supply chain the applicable requirements including customer requirements.
Appears in 1 contract
Samples: Purchase Order
Delivery. 8.1 The Contractor shall (1) Unless otherwise agreed in writing, we deliver "ex works". Where the Products EXW(Incoterms 2010) at customer is responsible for collection (Holschuld), the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage risk passes to the Products shall remain with customer when the Contractor until delivery takes place in accordance with goods are picked and made available for collection as agreed. Similarly, if we are responsible for sending the LTAgoods (Schickschuld), the risk passes when they are handed over to the carrier. Where we are required to deliver to an agreed destination (Bringschuld), the risk passes when the goods leave our factory. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item same applies in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor customer fails to accept the goods without a legitimate reason (Gläubigerverzug).
(2) We have the right to make reasonable partial deliveries.
(3) Our delivery obligation is at all times subject to the condition that we receive timely and proper deliveries from our suppliers. Similarly, our delivery obligation is subject to the provision of the materials, documents, authorizations and approvals required to be obtained by the customer as well as receipt of any agreed deposit and the clarification of all technical issues.
(4) Unless expressly agreed otherwise in writing, stated delivery dates are always subject to change.
(5) Delivery periods will be extended by any period during which the purchaser is in default with payment under the contract.
(6) Obstacles to delivery caused by force majeure or unforeseen events for which we are not legally responsible, such as operational disruptions, strikes, lock-outs, orders issued by government authorities, the subsequent loss of export or import options and timely and proper delivery from our suppliers referred to in paragraph (5) above, will cause us to be released from the obligation to comply with agreed delivery periods for the duration and to the extent of their impact. In such cases we also have the right to rescind the contract, without such rescission giving rise to any rights on the part of the purchaser to claim compensation or make other claims.
(7) If an agreed delivery time is not able met and no obstacle to ensure delivery by as described in paragraph (6) above exists, the dates specified purchaser must grant us, in writing, a reasonable grace period of at least two weeks. If we also fail to deliver within this grace period and are culpable for such failure, the Purchase Orderpurchaser may rescind the contract, XXX shall be but is not entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients claim damages for non-performance or default, unless our failure to deliver the Products on time and was due to avoid stock outsintentional or grossly negligent conduct.
8.7 For late delivery of Products (8) If the parties subsequently agree to other or for items which do not meet specifications and are therefore rejected additional services that affect agreed deadlines, such deadlines will be extended by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Orderreasonable period.
Appears in 1 contract
Delivery. 8.1 The Contractor shall deliver the Products EXW(Incoterms 2010) 6.1 Delivery takes place on agreed ICC INCOTERMS in its most recent version at the Contractor’s premises in accordance with this LTA and with moment of the quantities and other instructions as specified in the Purchase Orders (for shipping instructionsAgreement. If no INCOTERMS apply, refer delivery shall be understood to Art. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products occur at the Contractor’s premisesmoment unloading has finished taking place at the location designated by Buyer.
8.2 Delivery shall not exceed the number 6.2 Time of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival delivery of the Products at the final destination in accordance with instructions on a Purchase Order, Goods and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of performance of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be Services is of the essence in performance and shall start to run from the date of the LTA, and it shall use its best endeavors to abide acceptance by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice Seller of its intention to cancel the Purchase Order unless Products are delivered within or the agreed date on which the Seller is placed in possession of such information and specified time framedrawings as may be necessary to enable him to start work on the Goods or the Services, whichever may be the later.
8.6 In 6.3 Delivery of Goods in instalments shall be permitted only with the event that consent of the Contractor Buyer and such permission, if given, shall not entitle the Seller to claim payment prior to completion of the Agreement unless the Buyer has agreed in writing.
6.4 If the Buyer is not able to accept delivery of the Goods or installation of the Goods when due, the Seller shall be responsible for arranging suitable storage at suitable premises of the Goods, advising the Buyer beforehand of the particulars of such proposed storage and the Seller shall also ensure that the Goods and the premises in which they are stored are properly insured against all the usual risks and notify the Buyer of such insurance cover.
6.5 If delivery by is made before the dates delivery date specified in the Purchase Order, XXX the Buyer may return the Goods to the Seller at the Seller's risk and expense.
6.6 Each delivery must be accompanied by details of the exact quantity and description of the Goods and/or the Services performed. Shipping documents stating the relevant Purchase Order number for each shipment must be sent by regular mail or email to the plant or office which issued the Purchase Order on the day on which the shipment is made, marked for the attention of the logistic/receiving Office. Invoices stating the relevant Purchase Order number should be sent on .pdf form to XXxxxxxxxxXX@xxxxxx.xxx. When Goods are invoiced by the Seller but shipped by a third party, the invoice shall bear the name of the shipper and the point from which the delivery originated. If shipment is not delivered to the allnex premises, the original bill of lading must be furnished with the invoice(s).
6.7 Delivery is completed only if the agreed Goods or Services are delivered in their entirety in accordance with the Agreement at the location designated by Buyer.
6.8 The Seller shall provide Buyer a current material safety data sheet (“MSDS”) for each Good supplied to Buyer under the Agreement on an annual basis or sooner in the event such document has been modified.
6.9 If the Seller is in the position of being able to supply some but not all of its customers, the Buyer shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% given priority over all other of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase OrderSeller's customers.
Appears in 1 contract
Samples: Purchase Agreement
Delivery. 8.1 The Contractor Unless stated to the contrary under the Special Conditions, delivery of all Equipment shall deliver the Products EXW(Incoterms 2010) at the Contractor’s premises be in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders Ex Works (for shipping instructions, refer to Art. 9). All risks of loss or damage EXW) Incoterm 2010 rule to the Products place of delivery as the supplier’s premises. If at any time Supplier is unable to deliver the Equipment as required, the Supplier shall remain immediately notify the Renter, and in any event, not later than seven (7) days upon the Supplier become aware (or should have been aware) of the occurrence of the event causing the delay together with full details of the Contractor until event causing the delay and actions to be taken to overcome or minimize delay and, where delay cannot be avoided, to inform the Renter of the earliest revised delivery takes place in accordance with the LTAdate. The Contractor Supplier shall load at its own costs take all actions necessary to remedy any delay which would prevent the Products onto delivery of the first carrier (truck) collecting equipment by the Products at date specified on the Contractor’s premises.
8.2 Delivery Rental Order. The Supplier shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance claim any additional costs unless the delay is due to a default of the Products not conforming to this LTA and the related Purchase OrderRenter. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor revised delivery date is not able acceptable to ensure delivery the Renter, the Renter shall have the right to terminate this Rental Order and recover from the Renter all losses and expenses sustained by the dates Renter as a result of the delay. Time of delivery of the specified in the Purchase Order, XXX Equipment shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value essence. The Renter's acceptance or use of the Products pursuant Equipment does not constitute the Renter's acknowledgment that the Equipment is in good mechanical condition. In the event that the Equipment does not function as described in this Agreement, the Supplier shall promptly service the Equipment so that it functions as described in this Agreement in a reasonable timeframe acceptable to a Purchase Order per additional day of delaythe Renter. If the Equipment cannot be serviced so as to function as described in this Agreement, up the Supplier will replace the Equipment within 24 hours, unless other arrangements acceptable to a maximum of 10% the Renter are made. Loading and offloading of the value Equipment at the Supplier site shall be the responsibility of the Purchase OrderSupplier. The payment or deduction Loading and offloading of such liquidated damages the Equipment at the project site shall not relieve be the Contractor from any responsibility of its other obligations or liabilities pursuant to this LTA or a Purchase Orderthe Renter.
Appears in 1 contract
Samples: Equipment Rental Agreement
Delivery. 8.1 The Contractor shall deliver the Products EXW(Incoterms 2010) at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art5.1. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products Deliveries shall be made as soon as reasonably practicable after receiptto the Delivery Address(es) listed in the Special Terms And Conditions. IDA’s personnel Avfuel or representatives or consignee its authorized shipping agent (if applicable“Shipping Agent”) shall be entitled provided access to reject Customer’s storage facilities during normal business hours, or at such other times as may be approved by Customer’s authorized representative, for the purpose of unloading the Products. Unless otherwise agreed in writing, the minimum delivery of Jet A fuel will be a full standard transport tanker load which is equivalent to 7,500 Gross Gallons, and refuse acceptance the minimum delivery for Avgas fuel will be a full standard transport tanker load which is equivalent to 8,500 Gross Gallons. Avfuel reserves the right to impose a surcharge for deliveries of less than a full tanker load.
5.2. Delivery shall be into tanks designated by Customer. Such designation shall be construed as a warranty that the designated tanks and containment areas have been inspected and approved by the appropriate regulatory agencies. Customer shall be responsible for all unloading operations including the placement of hoses into the proper storage tanks. Customer shall specifically designate and gauge the available capacity of the Products not conforming tanks into which the Product shall be unloaded, and shall bear all responsibility of spillage or contamination of the Product after it leaves the end of any properly operating hose provided by Avfuel or its Shipping Agent. Access to this LTA Customer’s tanks shall be furnished in such a manner that Avfuel or its Shipping Agent can safely and conveniently reach Customer’s storage facility with the related Purchase Order. Payment for hoses available, and Avfuel or its Shipping Agent may refuse to complete any non- conforming Products pursuant to this LTA shall delivery which Avfuel or the Shipping Agent determines, in it sole discretion, cannot be deemed an acceptance made safely.
5.3. Any claim by Customer of any discrepancy in the quantity of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time Product delivered shall be of effective only if made by written Notice delivered to Avfuel within twenty-four (24) hours after the essence in performance of the LTAProduct is delivered to Customer. GIVEN THE NATURE OF THE PRODUCTS, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frameTIME IS OF THE ESSENCE WITH RESPECT TO SUCH CLAIMS AND NO CLAIM SHALL BE PERMITTED OR EFFECTIVE UNLESS DELIVERED WITHIN THE SPECIFIED PERIOD.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 1 contract
Samples: Aviation Fuel Supply Agreement
Delivery. 8.1 The Contractor A. Reseller shall deliver be responsible for all costs of shipping, transportation, insurance, warehousing, and other charges and costs associated with shipment of the Products EXW(Incoterms 2010) at to Reseller or to the Contractor’s premises shipping location designated by Reseller. Shipping dates are approximate and are based upon prompt receipt of all necessary information from Reseller. In no event shall NovaCharge be liable for delay in accordance with this LTA delivery of the Products.
B. Delivery of the Products to Reseller shall be completed upon delivery of the Products to Reseller's freight forwarder and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9)such forwarder's receipt thereof. All risks shipments shall be FOB CTI's warehouse or other location determined by NovaCharge. In all cases, title and the risk of loss or damage to the Products any Product shall remain with the Contractor until pass to Reseller upon delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, to Reseller's freight forwarder and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory conditionsuch forwarder's receipt thereof. Inspection and verification NovaCharge shall use commercially reasonable efforts to cause delivery of the Products ordered by Reseller on the date agreed in writing between NovaCharge and Reseller during the order and order acceptance process.
C. In no event shall NovaCharge be made as soon as reasonably practicable after receiptliable for any reprocurement costs for delay in delivery or non-delivery due to causes beyond NovaCharge's control. IDA’s personnel or representatives or consignee (if applicable) In the event of any such delay, the date of delivery shall automatically be entitled extended for a period equal to reject and refuse acceptance the time lost by reason of the Products not conforming to this LTA and the related Purchase Orderdelay. Payment for In any non- conforming Products pursuant to this LTA event, NovaCharge shall not be deemed an acceptance in default for failure to deliver unless NovaCharge does not respond to the Reseller with a revised delivery commitment within ten (10) days after receipt of written notice of failure to deliver from Reseller. Reseller's sole remedy for such default shall be cancellation of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of order. NovaCharge further reserves the Products by IDA’s personnel or representatives or the contracted Quality Control Agentright to allocate production deliveries among its other resellers and customers in a fair, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTAreasonable, and it non-discriminatory manner. Channel Code
D. NovaCharge and CTI shall use its best endeavors have the right to abide by the delivery dates stated make substitutions and modifications to Products and in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery specifications of Products or for items which do not meet specifications and are therefore rejected sold by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant NovaCharge upon prior written notice to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase OrderReseller.
Appears in 1 contract
Delivery. 8.1 The Contractor Unless otherwise agreed, Supplier shall deliver the Products EXW(Incoterms 2010) at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place Buyer on an F.C.
A. Supplier location basis in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival terms of the Products at the final destination in accordance with instructions on a Purchase OrderBuyer’s purchase order or release authorization, and verification by IDA’s personnel or representatives or consignee (if applicable) that title to and risk of loss of such Products shall pass from Supplier to Buyer upon delivery of such Products to the Products are in a satisfactory conditioncarrier. Inspection and verification of the Title to all Products shall be made as soon as reasonably practicable after receiptdelivered free and clear of all liens, claims and encumbrances. IDA’s personnel or representatives or consignee (if applicable) Unless otherwise agreed, Buyer may determine the common carrier to be used for all shipments. Time of delivery is of the essence, and deliveries shall be entitled made both in quantities and at times specified in Xxxxx's release authorization. Buyer may from time to reject time make changes to shipping schedules or temporarily suspend scheduled shipments. Supplier shall be liable for all increased costs, including premium freight charges, incurred by Buyer as a result of Supplier's failure to meet a scheduled delivery date and refuse acceptance time or necessitated by quality, manufacturing or other problems for which Supplier is responsible. If Supplier’s acts or omissions result in Supplier’s failure to meet Xxxxx’s delivery requirements and Buyer requires a more expeditious method of transportation for the Products not conforming to this LTA and than the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA transportation method originally specified by Buyer, Supplier shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of ship the Products by IDAas expeditiously as possible at Supplier’s personnel sole expense. Supplier will, at Supplier’s expense, take such actions as are necessary or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able appropriate to ensure the uninterrupted supply of Products to Buyer. Supplier shall inform Buyer promptly of any occurrence which is reasonably expected to result in any delivery by the dates at a time or in a quantity not specified in the Purchase Orderpurchase order or release authorization, XXX and shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% in such event advise Buyer of the value of corrective measures which Supplier is taking to minimize the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction effect of such liquidated damages an occurrence. This section shall not relieve the Contractor from any constitute a waiver of its and is without prejudice to Buyer’s other obligations or liabilities pursuant to this LTA or a Purchase Orderrights and remedies.
Appears in 1 contract
Delivery. 8.1 The Contractor (a) Upon completion of the construction of the Platform and the tests and trials as provided in the Specifications, and after having obtained all required approvals and certifications from ABS and the Regulatory Bodies, Builder shall tender delivery of the Platform to Owner. Prior to tendering delivery, Builder shall have remedied at Builder's sole cost and expense any defects discovered by Owner, Builder or ABS in Builder's workmanship or materials including installation of Owner Furnished Equipment or any other non-conformity of the Platform with the requirements of the Specifications and this Agreement and shall have performed any re-tests necessary to ensure that such items have been fully corrected. Owner shall accept such tender of delivery, and Owner shall not have the right to refuse to accept delivery of the Platform provided the same is substantially completed, except for minor items acceptable to Owner to be completed as mutually agreed between Owner and Builder, and capable of being utilized by Owner. Any remaining items shall be completed by Builder following delivery and prior to departure of the Platform from Builder's yard, or Owner and Builder may mutually agree on an appropriate reduction of the Contract Price for such remaining items.
(b) To evidence acceptance of the Platform by Owner, Builder and Owner shall execute and deliver a Protocol of Acceptance and Delivery acknowledging delivery of the Platform. Builder shall further deliver to Owner a Xxxx of Sale confirming the conveyance of title to the Platform to the Owner, which Xxxx of Sale shall (i) generally describe the Platform as a mobile, self-contained and elevating platform, (ii) contain a general warranty of title and freedom from liens (except as to matters arising by, through, or under Owner) in favor of the Owner, and (iii) be deemed to contain the additional warranties and covenants set forth in Section 11 of this Agreement without the necessity of making any reference to such warranties in the Xxxx of Sale. Builder shall also deliver to Owner the remaining delivery documents set forth in the Specifications.
(c) Builder shall deliver the Products EXW(Incoterms 2010Platform along side Builder's dock at Builder's Yard. Following delivery and acceptance, Owner shall have the right to dock the Platform at Builders Yard for a period not to exceed thirty (30) at days, after which time the Contractor’s premises in accordance with this LTA Platform must depart from Builder's Yard. During such post-delivery docking period, Owner shall pay to Builder its standard charges for shore power, potable water, and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9)security guard service. All risks of loss or damage such charges must be paid by Owner to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival Builder prior to departure of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the ProductsPlatform from Builder's Yard.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 1 contract
Samples: Platform Construction Agreement (Chiles Offshore LLC)
Delivery. 8.1 The Contractor (a) Contract delivery schedules and quantities are a material condition of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities shall deliver be considered a material breach. Any shipments that deviate from the Products EXW(Incoterms 2010) at Contract delivery schedule are subject to the Contractor’s premises in accordance with this LTA Buyer's rejection, and with Seller will be responsible for the quantities and other instructions as specified in cost incurred by Buyer to store and/or to ship the Purchase Orders (for shipping instructionsGoods. Once Xxxxx gives notice of the rejection of the Goods, refer to Art. 9). All risks the risk of loss or and damage to the Products shall remain Goods is with the Contractor until Seller. Any acceptance of deliveries late to the Contract delivery takes place schedule will not waive Buyer's rights.
(b) If Seller fails to make delivery in accordance with the LTA. The Contractor shall load Contract delivery schedule, Buyer will have the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number option of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination terminating this Contract in accordance with instructions on a Purchase Order¶ 19, and verification by IDA’s personnel TERMINATION FOR DEFAULT, or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2assessing 0.5% of the value of the Products pursuant to unit price per day, as liquidated damages and not as a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Orderpenalty. The payment or deduction of Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Good(s) are delivered to Buyer, not relieve to exceed 20% of the Contractor unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract.
(c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall:
(i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay;
(ii) Provide Buyer with a written recovery schedule; and
(iii) If requested by Xxxxx, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, FORCE MAJEURE. Seller will be solely responsible for paying the difference between the method of shipping specified and the actualair or expedited rate incurred.
(d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of its other obligations Buyer’s rights or liabilities pursuant remedies provided by law or the Contract.
(e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket Release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this LTA Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases.
(f) Seller shall provide a Purchase Orderresponse to an open order report issued by the Buyer at the frequency and method determined by the Buyer.
(g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system.
(h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of a request.
Appears in 1 contract
Samples: Purchase Order Terms and Conditions
Delivery. 8.1 The Contractor Buyer, its representatives, personnel and agents, and the receiving Vessel and her crew shall deliver comply with all the Products EXW(Incoterms 2010) relevant regulations applied at the Contractor’s premises in accordance with this LTA and with port or place of delivery, failing which the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) Seller shall be entitled to reject and refuse acceptance of cancel the Products not conforming to this LTA and Bunker Contract, in which case the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA Seller shall not be deemed an acceptance liable to the Buyer for any consequences, losses or damages whatsoever arising from such cancellation. Furthermore, the Buyer shall be liable for all consequences, losses and/or damages (including fines and penalties) suffered by the Seller in connection therewith.
8.2 The Buyer shall ensure that the Master of the ProductsVessel shall:
(a) Advise the Seller in writing prior to delivery, of the maximum allowable pumping rate and pressure and agree on communication and emergency shut down procedures;
(b) Notify the Seller in writing prior to delivery, of any special conditions, difficulties, peculiarities, deficiencies or defects in respect of and particular to the Vessel which might adversely affect the delivery of the Bunker Fuel; and
(c) Provide a free side to receive the Bunker Fuel and render all necessary assistance which may reasonably be required to moor or unmoor the Vessel, as applicable.
8.3 The Buyer shall be responsible for making all connections and disconnections between the delivery hose(s) and the Vessel’s bunker manifold and to ensure that the hose(s) are properly connected to the Vessel’s bunker manifold prior to the commencement of deliveries, and shall render all other necessary assistance and equipment to receive deliveries.
8.4 The Contractor acknowledges that any inspection and/or verification Where lightering/barging is employed, lightering/barging charges shall be for the account of the Products by IDA’s personnel Buyer. If the Buyer fails to take delivery, in whole or representatives or the contracted Quality Control Agentin part, does not involve the operational and functional status of the Productsquantities nominated, the Buyer shall be responsible for any costs resulting from the Buyer's failure to take full delivery, as well as for any losses incurred by the Seller to downgrade and/or pump back of the fuel.
8.5 The Contractor acknowledges Seller does not guarantee the pumping rate at which the Bunker Fuel is to be delivered to the Vessel. The Seller shall not be liable for any consequences, losses or damages howsoever caused arising from the rate at which the Bunker Fuel is pumped into the Vessel.
8.6 The Seller shall not be in breach of its obligations hereunder to the extent that time shall be performance is prevented or delayed due to any reason, including but not limited to the shortage of the essence in Bunker Fuel, breakdown or under performance of the LTAsupply equipment, and it shall use its best endeavors to abide by and/or any conditions outside the delivery dates stated in control of the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outsSeller.
8.7 For late The Buyer will be liable for all demurrage, detention or additional expenses incurred by the Seller if the Buyer causes any delays to the supplier’s facilities in effecting delivery. The Buyer will also pay for mooring, unmooring and port dues incurred in connection therewith. In addition, the Buyer will be liable for any expenses incurred by the Seller resulting from the Buyer's or the Vessel’s failure to take delivery of Products or for items which do the full quantity of Bunker Fuel as agreed to by the Buyer, including but not meet specifications and are therefore rejected by XXX or limited to any loss on the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% resale of the value Bunker Fuel, and the Buyer shall bear the risk of the Products pursuant to a Purchase Order per additional day of delayreturn transport, up to a maximum of 10% demurrage on the barge or trucks, storage or selling of the value Bunker Fuel.
8.8 The Buyer shall indemnify and hold harmless the Seller against all damage and liabilities arising from any acts or omissions of Buyer or its servants, the Vessel's officers or crew in connection with the delivery of the Purchase Order. Bunker Fuel under the Bunker Contract.
8.9 If the Buyer cancels the nomination for any reason whatsoever, any charges incurred are for the Buyer's account.
8.10 The payment Seller will not be liable for any demurrage or deduction loss incurred by the Buyer due to congestion affecting the supplier’s delivery facilities, prior commitments of available barges or to any other delay in delivery.
8.11 If the Seller at any time for any reason believes that there may be a shortage of supply at any place and that it as a result thereof may be unable to meet the demands of all its customers, the Seller may allocate its available and anticipated supply among its customers in such liquidated damages shall not relieve the Contractor from any of a manner as it may determine most reasonable in its other obligations or liabilities pursuant to this LTA or a Purchase Ordersole discretion.
Appears in 1 contract
Samples: Standard Terms and Conditions for Sale and Delivery of Marine Bunker Fuels
Delivery. 8.1 The Contractor Generally: Unless specifically designated otherwise on a specific written purchase order, the Seller shall deliver the Products EXW(Incoterms 2010) F.O.B. Seller's facility at the Contractoraddress shown on Seller’s premises shipping documentation (the “Facility"). For sales to customers or deliveries outside the United States, Seller shall deliver the Products EX WORKS the Facility. "EX WORKS" shall be defined in accordance with this LTA INCOTERMS 2000 of the International Chamber of Commerce, as amended from time to time. All risk of loss, damage or delay shall pass from Seller to Buyer upon Seller's delivery of the Products to a carrier at the Facility. Partial shipments shall be permitted. All installment shipments shall be separately invoiced and Buyer shall pay such separately invoiced amounts in accordance with their invoice due dates, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Buyer of its obligation to accept remaining deliveries. Xxxxx agrees to pay all transportation, delivery, and tax costs. Seller shall retain title for Products until Seller receives payment in full therefor. Delivery Dates: All delivery dates are approximate. Delivery dates given by Seller are based on prompt receipt of all necessary information regarding the quantities and other instructions as order. Seller will use reasonable efforts to meet such Delivery Delays: Any delay in delivery due to causes beyond Seller's reasonable control, or due to any priorities or allocations necessitated by governmental orders or regulations, or due to any causes specified in the Purchase Orders (for shipping instructionsfollowing sentence, refer to Art. 9). All risks shall extend the term of loss or damage delivery by a period equal to the Products shall remain with length of such delay. In the Contractor until event of delay in delivery takes place requested by Buyer or caused by Buyer's (a) failure to supply adequate instructions; (b) failure to arrange for pickup; (c) failure to supply or approve necessary data in accordance with the LTA. The Contractor shall load the Products onto the first carrier a timely manner; (truckd) collecting the requested changes; or (e) failure to provide documents required for Seller to effect delivery, Seller will store all Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order Buyer's risk and the Contractor acknowledges that lead time is calculated from expense, and if prices are higher at the time of issuance of a Purchase Order accepted by the Contractoractual delivery, including the manufacturing periodBuyer shall pay such higher prices. Buyer shall pay all storage costs, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Ordermaterial costs, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Productsexpenses upon Seller's demand.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 1 contract
Samples: Terms and Conditions of Sale
Delivery. 8.1 The Contractor shall 5.1 Unless agreed otherwise as a special condition of this agreement in Schedule 4, the Seller shall, following receipt of the Final Payment (C) deliver the Products EXW(Incoterms 2010) cabin at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage Sellers risk to the Products shall remain with entrance of the Contractor until delivery takes place land or premises and in accordance with the LTAdelivery instructions as described at Schedule 3 on a date to be mutually agreed by the parties. The Contractor shall load Seller does not allow pick-up of the Products onto cabin by the first carrier Buyer, unless otherwise agreed in writing.
(trucka) collecting An inspection will usually take place for the Products suitability of placement of the cabin before the delivery date. The Buyer will be advised if there is anything at the Contractor’s premisessite which will make the site inaccessible or unfit for placement of a unit. Additional inspections may be required if the initial inspection does not provide for an appropriate delivery site. Nothing in the initial (or following) assessment will void the final decision of the driver on suitability of unit placement. The Seller takes no liability for loss or damages caused by agreement of suitability of delivery site at initial (or following) inspection, if the delivery driver then decides that the delivery address is unsuitable/not fit for unit placement (see 5.2).
8.2 5.2 Unless specifically stated in this agreement, the Seller will have a delivery team deliver the cabin and in some circumstances the Seller will engage the services of a sub-contractor to undertake the delivery. The Huia Living driver, or leader of the team or sub-contractor that Huia Living specifies, is deemed to be in charge of the site while delivery is in progress and has the authority to make the final decisions in respect to the siting of the cabin, the feasibility to site the cabin, any Health and Safety issues and any other decisions on behalf of the Seller.
5.3 The Buyer shall ensure that the intended site for the Cabin is accessible by a vehicle suitable for delivery of the Cabin (as stated in ‘Site Specifications’ in Schedule 3) and clear of any obstacles that may hinder placement of the Cabin. In addition to the standard Delivery shall Charge (payable to the Seller), the Buyer will pay (direct to the driver if required) any extra charges incurred as a result of delays or difficulties in getting the Cabin from kerb site to the position on site (including, but not exceed limited to, additional costs if the number Cabin needs to be lifted over a fence or other obstacle, excessive time to get the cabin into position, the delivery vehicle getting stuck, time for building of days specified ramps for each item example).
5.4 The Buyer authorises Huia Living to deliver the Cabin from the factory at 00 Xxxxxxxxxxx Xxxx, Mangere onto and as close as physically possible, as adjudged by the driver, to the intended site of the Cabin. The Buyer accepts responsibility for any damage that may occur at the site including, but not limited to loss or damage to, land access, culverts, buildings, fences, driveways, or any other property that may occur in the respective Purchase Order vicinity of the intended site during the course of transportation and delivery of the Cabin.
5.5 The Buyer accepts responsibility for any damage which may occur to any of Huia Living vehicles (or those of its subcontractors) while on the Buyer’s property, or another property the cabin is being delivered to. The Buyer also agrees to be responsible for the cost of any transport and/or towage costs in the event of any delivery vehicle becoming stuck on the property the Cabin is to be delivered to.
5.6 If the intended site proves to be inaccessible or unsuitable (in the drivers sole opinion) after the initial site inspection is undertaken, and prior to payment of payment of the Pre-construction deposit (B) then;
(a) the Buyer shall provide the Seller an alternative location at the site for delivery, or,
(b) the Buyer shall provide an the Seller and alternative delivery address (this alternative site may require an inspection before delivery), or,
(c) the Buyer may cancel this agreement in which case the Buyer shall deem to forfeit their Initial Deposit (A).
5.7 If the intended site proves to be inaccessible or unsuitable (in the drivers sole opinion) after the cabin is constructed and during the actual delivery of the cabin then;
(a) the Buyer shall allow the delivery driver to leave the cabin at the Sellers site in alternative location at the site or an alternative address that can be accessed, or,
(b) the Buyer shall inform the Seller to deliver the cabin back to the Sellers factory at 00 Xxxxxxxxxxx Xxxx, Mangere for a maximum period of 2 months until a remedial delivery solution is obtained. It is agreed that the Seller is able to charge the Buyer “Default Penalty” charges and “Excessive Delivery Charges” under Clause 1 of this agreement or,
(c) the Buyer shall cancel this agreement, in which case the cabin will be delivered back to the site at 00 Xxxxxxxxxxx Xxxx, Mangere. In cancellation of this agreement by the Buyer, it is agreed that the Seller is able to charge the Buyer “Default Penalty” charges and “Excessive Delivery Charges” under Clause 1 of this agreement. The Seller shall then promptly arrange to on-sell the cabin to a third party. The Seller is entitled to recover any reasonable losses or damages which may be incurred to on-sell and hold the unit on the Sellers premises, including, but not limited to; sales commissions, advertising, excessive delivery charges and default penalty charges (as specified in Clause 1 of this agreement), or,
(d) the Buyer shall cancel this agreement, and the Contractor acknowledges that lead time Seller shall make an offer to purchase the cabin back off the Seller. In completing the purchase, neither the Buyer nor the Seller shall be deemed to have any claim against either party. The purchase price is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products deemed to be full and final and no outstanding monies are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival deemed to exist. The payment of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products cabin shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled within 30 days by Huia Living Limited to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the ProductsBuyers specified bank account.
8.4 5.8 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor Buyer agrees to pay any additional transport costs (e.g. airlifting) and/or incurred in delivery that have not been charged in the delivery fee. Such additional Quality Control cost which costs may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on include additional time and materials and include, but are not limited to, additional costs due to avoid stock outsthe site conditions, inadequate or inaccurate information about the site and/or its state or inadequate site access or preparation. Refer to Condition 1, “Excessive Delivery Time”.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 1 contract
Samples: Sale and Purchase Agreement
Delivery. 8.1 The Contractor Upon timely receipt and successful deposit of the Payment, the Property will be considered sold and the Seller shall deliver the Products EXW(Incoterms 2010) at the Contractor’s premises in accordance with this LTA modify and register with the quantities NSI all required Information so as to initiate the transfer of control and other instructions as specified in Ownership and all rights of use of the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage Property to the Products shall remain with the Contractor until delivery takes place in accordance with the LTASeller within 10 calendar days. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA Seller shall not be deemed an acceptance held responsible for any unusual delays in processing of the Products.
8.4 The Contractor acknowledges that Ownership transfer caused by the NSI or the Buyer, but will endeavor to expedite any inspection and/or verification actions required of the Products Seller to complete the Ownership transfer. The Seller shall first initiate the delivery of a "New" 'Domain Name Registration Agreement' to the Buyer via e-mail which the Buyer shall complete and e-mail to the NSI who shall auto return a tracking number to the Buyer which shall be forwarded to the Seller by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve Buyer in a timely manner. This information must be delivered to the operational and functional status Seller prior to the initiation of the Products.
8.5 exchange proceedings. This may occur before or after the execution of this Agreement and delivery of payment. The Contractor acknowledges that time Seller shall then complete a 'Registrant Name Change Agreement', the standard document required by the NSI to allow the Buyer to become the registrant and new owner, and as such, the Buyer shall receive from the Seller a finalized and notarized 'Registrant Name Change Agreement' with which the Buyer shall become familiar, and shall sign and return to the NSI on their own accord. Said agreement shall include authorization to delete the Seller as the registrant and allow the Buyer to become the new registrant and will constitute a contract between the Buyer and the NSI. Delivery of the 'Registrant Name Change Agreement' to the Buyer shall be considered the end of the essence in performance contract period and fulfillment of the LTASellers obligation to the Buyer. The Seller shall further assist, coordinate and it shall use its best endeavors to abide cooperate in good faith with any reasonable request by the delivery dates stated in Buyer for assistance with any matter or execution of documents required of the Purchase Orders, provided however, that where Buyer by the Contractor does not meet NSI to complete the delivery period(s) XXX ownership transfer as may be practical while located remotely from the Buyer. The Buyer shall be entitled responsible to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed NSI for any and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery all registration fees and subsequent renewal fees required by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost NSI which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outsare currently $35 per year.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 1 contract
Delivery. 8.1 The Contractor Goods shall deliver be shipped F.O.B. HBI’s designated delivery location as set forth on the Products EXW(Incoterms 2010) at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified P.O. Requested delivery time or times are set forth in the Purchase Orders (for shipping instructionsP.O. and, refer when accepted by Seller, are firm. Unless otherwise agreed by HBI in writing, the entire P.O. must be delivered by the date specified. Time is of the essence. Goods not timely delivered are non-conforming. Seller agrees to Art. 9). All risks of pay whatever additional cost, expense, loss or damage HBI or its customers sustain as a result of any delay or any other deviation from the P.O., including lost sales, lost profits, and any incidental or consequential damages, including cover (under the UCC) unless the delay is due to unforeseeable causes beyond the Products shall remain with control and without the Contractor until delivery takes place in accordance with the LTAfault or negligence of Seller. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery Seller shall not exceed the number ship in advance of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time necessary to meet HBI’s delivery schedule, except as consented to by HBI. Seller shall promptly notify HBI of issuance any delay or anticipated delay in delivery. Should Seller, for any reason, not comply with HBI’s delivery schedule, HBI may either approve a revised delivery schedule or may terminate the applicable P.O. without liability. Seller shall not unreasonably anticipate delivery by purchasing materials or manufacturing quantities in excess of a Purchase Order accepted by what is reasonably required to meet HBI’s schedule. Items received in advance of HBI’s delivery schedule may, at HBI’s option, be returned at Seller’s expense or accepted, with payment withheld until the Contractorscheduled delivery date. Any overshipments, including the manufacturing periodminimum requirements without advance agreement, until the Products are available for dispatch from the Contractormade at Seller’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, risk and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receiptSeller’s responsibility. IDA’s personnel or representatives or consignee (if applicable) shall be entitled HBI reserves the right to reject and refuse return the same at Seller’s expense. HBI shall have the right to cancel any future delivery on the P.O. for any reason upon thirty (30) days’ notice to Seller. Seller shall bear all risk of loss, damage, theft and other risks until HBI’s acceptance of the Products not conforming Goods, except that if HBI rightfully rejects the Goods, receives a nonconforming tender, or revokes its acceptance, the risk of loss and title shall be deemed to this LTA and have remained with Seller. The parties agree that any contrary provisions of sections 2-509, 2-510 or other provisions of the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA Uniform Commercial Code or other applicable law shall not be deemed an acceptance of apply to the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.P.O.
Appears in 1 contract
Samples: Purchase Agreement
Delivery. 8.1 The Contractor shall deliver (a) Seller is responsible for the Products EXW(Incoterms 2010) until they are received at the Contractor’s premises in accordance with destination point specified on the face of this LTA and with the quantities and other instructions as Order. If Products are received more than five (5) days ahead of specified in the Purchase Orders (for shipping instructionsschedule, refer to Art. 9). All risks of loss or damage to Buyer may either keep the Products shall remain with and make payment as if the Contractor until delivery takes place in accordance with was made per the LTAspecified delivery or return the Products to Seller at Seller’s expense. The Contractor shall load delivery dates contained in this Order are the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) dates that the Products are in a satisfactory conditionrequired on dock at the specified destination. Inspection and verification In no event shall Buyer’s acceptance of any early delivery accelerate any payment obligations of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the ProductsBuyer.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be (b) Time is of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated performing this Order. If Seller experiences or anticipates any delay in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase performing this Order, XXX Seller shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result immediately notify Buyer in writing of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of such delay, up its expected duration, the reasons thereof, the action being taken to mitigate such cause of non-delivery and when on-schedule status will be regained. Neither such notification nor an acknowledgment by Buyer shall constitute a maximum waiver of 10% this Order’s specified delivery schedule or of the value any rights or remedies of the Purchase Buyer under this Order. The payment delivery schedule shall not be modified unless the parties do so in writing or deduction as otherwise provided in Clause 4. Seller shall be liable for any damages resulting from a delay in delivery, and Seller shall, at its expense, take whatever reasonable action is necessary, with or without Buyer’s request, to meet such schedules as set forth herein or to recover to the maximum extent possible any delay in meeting such schedules. Such reasonable action by Seller shall include, but not be limited to, expedited shipment at Seller’s expense.
(c) In addition and without prejudice to any of Buyer’s other rights or remedies provided herein, Buyer may assess the following liquidated damages against Seller: (i) $200.00 (USD) for each nonconforming Product delivered to Buyer under this Order; and (ii) $100.00 (USD) for each day of delay for each Order that is not delivered by its specified delivery date. Buyer may charge Seller for such liquidated damages automatically as a debit memo issued to Seller’s account. These liquidated damage amounts are only intended to compensate Buyer for certain reasonable, but difficult to calculate costs, expenses, and other damages directly resulting from Seller’s failure to perform hereunder and shall not relieve the Contractor from be without prejudice to any of its Buyer’s rights to recover any other obligations costs, expenses, or liabilities pursuant to this LTA or a Purchase Orderdamages for which Buyer is otherwise entitled.
Appears in 1 contract
Samples: Terms and Conditions of Purchase
Delivery. 8.1 The Contractor shall deliver the Products EXW(Incoterms 2010) at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges A. Seller understands that time shall be of the essence in meeting Buyer’s requirements and agrees that Buyer may be irreparably damaged should Seller not meet Buyer’s specified delivery requirements. Delivery performance shall be measured by Seller’s ability to ship pursuant to the performance metrics in Exhibit I.
B. Unless otherwise set forth in the Order, title and risk of loss shall pass to Buyer upon Seller’s delivery to Buyer’s authorized carrier / or freight forwarder.
C. Each week Seller will provide a report of potential material shortages for the LTAnext six (6) week period. Seller shall notify Buyer in writing immediately if Seller has knowledge of any event that could result in any change to the agreed delivery plan.
D. Seller shall be responsible for shipping Product on the date and in the quantities identified in the Order from Buyer and acknowledged by Seller, and it shall use its best endeavors including any upsides identified in Exhibit D, or as otherwise agreed to abide by the parties in writing. In the event that Product committed for delivery dates stated in the Purchase Orders, provided however, that where the Contractor by Seller does not meet the delivery period(s) XXX shall original committed date, Buyer may request that such Product be entitled to give the Contractor notice shipped and delivered via a different mode of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 transportation at Seller’s expense. In the event that Buyer requests expedited delivery of Product at its expense, Buyer shall do so in writing.
E. If Seller is unable to provide Product as specified within the Contractor is forecasts and the Order, then Buyer has the right to either cancel the specified Orders or allow them to roll into the next manufacturing period, at Buyer’s discretion. Unless otherwise specified by Buyer, Seller shall be liable for any Product not able to ensure delivery delivered by the dates confirmed ship to first commit date prior to the stated production end date for each program as specified in the Purchase Order, XXX shall be entitled Order where such failure is solely attributable to request Seller. Seller may dispose of the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outsexcess Product in accordance with Section 16.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% F. If Seller ships Product in advance of the value of ship date, Buyer may, at its option, either (i) return such Product to Seller at Seller’s risk and expense (in which case Seller, at its expense, shall redeliver such Product to Buyer on the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of correct ship commit date) or (ii) retain such Product and make payment on the value of date payment would have been due based on the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Ordercorrect ship date.
Appears in 1 contract
Samples: Purchase and Distribution Agreement (Xplore Technologies Corp)
Delivery. 8.1 The Contractor a) From time to time during the Term, Seller shall deliver the Plasma from which Sanquin shall manufacture the Products EXW(Incoterms 2010) to Sanquin at such locations as shall be determined by LEV and Sanquin. On behalf of Sanquin the Products are produced at the Contractor’s premises in accordance facility of CAF/DCF.
b) From time to time during the Term, Seller shall generate and deliver to Purchaser an invoice for the volume of Products sold. Each such invoice shall specify the quantity of Products sold, the aggregate price for such Products and the date on which the Products shall be transferred to Purchaser. Seller agrees to consult with this LTA Purchaser regarding the quantity, frequency and with timing of Products tendered for delivery; however Purchaser agrees and acknowledges that the quantities exact quantity, frequency and other instructions as specified in delivery time for Product delivery is subject to the Purchase Orders (for shipping instructionsproduction output of Sanquin. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, refer to Art. 9). All risks WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
c) The transfer of title, use and risk of loss for the Products shall occur at the designated shipment or transfer location of Seller. Transfer of title, use and risk of loss shall occur periodically during the Term at each time that Seller confirms to Purchaser that Sanquin is authorized to release a batch of *** and/or *** (as such terms are defined in Appendix 1) from its quality assurance procedures for shipment. Accordingly, any damages sustained beyond that point, will be the responsibility of Purchaser. In the event Purchaser is notified by Sanquin that a batch of Product (whether it is *** or ***) has been released from quality assurance, it shall, prior to taking delivery of such batch of Product, notify Seller of such occurrence. In no event may Purchaser accept delivery of and title to any Products until the release of such Product batch is confirmed by Seller. Purchaser agrees to bear all costs of shipments, freight, insurance and all governmental taxes and duties incurred during shipping of the Products sold hereunder from the Seller shipping point to Purchaser’s designated receiving terminal.
d) Products shall be packed by or on behalf of Seller in such a manner as to mitigate damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order or containers during shipping and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDAtendered to Purchaser at Seller’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Productsdesignated shipping point.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 1 contract
Samples: Intermediate Supply Agreement (Lev Pharmaceuticals Inc)
Delivery. 8.1 The Contractor shall deliver the Products EXW(Incoterms 2010) at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructionsUnless otherwise agreed, refer to Art. 9). All risks delivery of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products products shall be made as soon as reasonably practicable after receiptex works SELLER's facility (INCOTERMS 2012). IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA SELLER shall not be deemed an acceptance liable for any delays in performing its obligations regardless of whether such delays are caused by (i) SELLER's late performance, or any reasonably unforeseeable condition which is beyond SELLER's reasonable control and which could not be avoided by the exercise of ordinary diligence. Acts of God, such as storms or floods, named or numbered tropical storms and hurricanes as well as government priorities, acts of civil or military authorities, strikes, fires, epidemics, war or riot, work stoppages, accidents, casualties, inability to procure supplies and raw materials, delays in transportation, shortage of cars are examples of events which will be excusable for being beyond SELLER's reasonable control. For any delay, SELLER shall fulfill the following: (a) promptly after the discovery of the Products.
8.4 The Contractor acknowledges that commencement of any inspection and/or verification excusable delay, SELLER shall provide BUYER with written notice of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational cause and functional status extent thereof as well as an estimate of the Products.
8.5 The Contractor acknowledges that time duration thereof; and, (b) promptly after the discovery of the cessation of the event causing such delay, SELLER shall provide BUYER with written notice of the actual delay incurred, upon receipt of which the date of delivery shall be extended for the time actually lost by reason of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late such delays. If delivery of Products or any special items is delayed by BUYER for more than thirty (30) calendar days after completion, SELLER may invoice for such items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages hold for BUYER’s disposition for a reasonable period of time. BUYER shall make payment for such special items within thirty (30) calendar days from the Contractor and deduct 0.2% date of invoice. To the value extent SELLER’s shipments are made in “single trip” non-returnable containers, SELLER makes no allowances for the return of the Products pursuant any container. SELLER will not accept any material returned without SELLER’s prior written permission. All returned material must be shipped to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase OrderSELLER prepaid by BUYER. The payment or deduction of such liquidated damages shall Collect shipments will not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Orderbe accepted by SELLER.
Appears in 1 contract
Samples: Confidentiality Agreement
Delivery. 8.1 The Contractor shall deliver the Products EXW(Incoterms 2010(a) at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as Unless otherwise specified in the Purchase Orders (for shipping instructionsapplicable purchase order, refer title to Art. 9a PRODUCT sold pursuant to this Agreement shall pass at the time of shipment by SELLER as described in Section 15.(b). All risks of Any loss or damage to a PRODUCT prior to the Products passing of title shall remain with be for the Contractor until delivery takes place account and risk of SELLER. Any loss or damage to a PRODUCT after the passing of title shall be for the account and risk of CUSTOMER. Nothing contained in this Section 15.(a) shall be construed to reduce or otherwise affect the obligations of SELLER to obtain insurance covering any PRODUCT shipped by it to CUSTOMER.
(b) Shipments of PRODUCT shall be made FOB Origin, freight collect or as otherwise specified on individual purchase orders. When CUSTOMER requests SELLER to arrange the transportation of the PRODUCT, SELLER shall ship PRODUCT freight collect in accordance with [*Confidential treatment requested], unless otherwise specified on CUSTOMER's purchase order. If SELLER is instructed by CUSTOMER to ship prepaid and added to the LTA. The Contractor invoice, SELLER shall load select a carrier based on the Products onto the first carrier (truck) collecting the Products at the Contractor’s premisesbest rate as negotiated by SELLER, and CUSTOMER shall only pay SELLER's net transportation costs, that include, but are not limited to, all applicable discounts, allowances and refunds.
8.2 Delivery shall not exceed the number (c) Failure of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination SELLER to ship PRODUCT in accordance with CUSTOMER's freight routing instructions shall result in charge-backs to SELLER for excess freight charges.
(d) Unless instructed otherwise by CUSTOMER, SELLER shall, for purchase orders placed, (i) see that all subordinate documents bear CUSTOMER's purchase order number; (ii) enclose a packing list with each shipment and when more than one package is shipped, identify the one containing the packing list; (iii) mark CUSTOMER's purchase order number on a Purchase Orderall packages and shipping papers; (iv) render invoices showing CUSTOMER's purchase order number; (v) render separate invoices for each shipment or purchase order; (vi) forward shipping notices with invoices; (vii) invoice CUSTOMER by mailing or otherwise transmitting invoices, bills, and verification by IDA’s personnel or representatives or consignee notices to the billing address on the purchase order; and (if applicableviii) that the Products are in make available a satisfactory condition. Inspection and verification of the Products bill xx lading upon request.
(e) Standard delivery intervals for PRODUCT shall be made as soon as reasonably practicable after receiptspecified in Exhibit F and may be amended only by a written document signed by both parties. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance Standard delivery intervals begin from the date of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance SELLER's receipt of the ProductsCUSTOMER's purchase order.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time (f) SELLER shall be of the essence in performance of the LTA, and it shall use its best endeavors ship PRODUCT to abide by CUSTOMER within (i) the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates intervals specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs Exhibit F (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications include in-transit interval), or (ii) as otherwise provided by SELLER to CUSTOMER in a firm price quotation, purchase order acknowledgment or other written means (provided that such time period is not longer than the time period specified in Exhibit F without CUSTOMER's written request or agreement) with a minimum ninety-six percent (96%) on time shipping performance service level. On time shipping performance service level shall be calculated as total line items shipped complete, as compared to the total number of line items ordered that have been purchase for delivery within SELLER's stated delivery interval. SELLER shall provide CUSTOMER, on a quarterly basis, at the addresses as referenced in Section 35, NOTICES, shipping reports delineating the following information:
(1) CUSTOMER's purchase order number;
(2) Date CUSTOMER's purchase order received by SELLER.
(3) Date purchase order shipped complete from SELLER;
(4) Total number of line items scheduled for shipment in the period;
(5) Total number of line items shipped complete and are therefore rejected by XXX or on time in the consignee, XXX can claim liquidated damages from period; and
(6) Percent (%) of line items shipped complete and on time in the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Orderperiod.
Appears in 1 contract
Delivery. 8.1 The Contractor (a) Time will not be of the essence under this Contract.
(b) Unless stated otherwise in Nepean’s quotation, all Goods are supplied ex-works at the place of manufacture and delivery to a carrier's vehicle, including loading, shall constitute delivery by Nepean to the Purchaser. No allowance has been made in the Price for transport, insurance or unloading costs. Where the Purchaser requests delivery other than ex- works Nepean, at its sole discretion, may agree to act as agent for the Purchaser to effect such delivery and all costs of carriage and insurance in relation thereto will be to the Purchaser's account. In any event the Purchaser shall ensure provision of reasonable access to the point of delivery and for off-loading and/or handling without delay.
(c) Nepean reserves the right, in its sole discretion to make partial deliveries of any Goods and to invoice such partial deliveries separately to the Purchaser in accordance with clause 6 of these Terms and Conditions.
(d) Unless otherwise expressly agreed in writing by Xxxxxx, all delivery dates provided by Nepean are approximate only and although every reasonable effort will be made by Nepean to deliver Goods by the estimated delivery date, any failure by Nepean to deliver the Products EXW(Incoterms 2010Goods by any particular date will not entitle the Purchaser to cancel the Contract or void any of these terms of this Contract or entitle the Purchaser to claim any compensation whatsoever (including liquidated or unliquidated damages) at from Nepean for late delivery.
(e) Where Xxxxxx agrees in writing to guarantee a delivery date, Nepean will not be liable for failure to fulfil or for delays in delivering the ContractorGoods where delivery is prevented, delayed or hindered by a force majeure event, any act or omission or direction of the Purchaser, the Purchaser’s premises employees, agents or contractors or where Nepean is delayed by any other cause beyond Nepean’s reasonable control.
(f) All delivery dates are dependent upon the timely receipt of the Purchaser’s written order, all necessary particulars or details required for production and payment of any progress claims strictly in accordance with this LTA Contract.
(g) If after a period of 14 days from the date Nepean notifies the Purchaser that Goods are ready for delivery and delivery of such Goods is delayed for any reason beyond Nepean’s reasonable control Nepean shall be entitled, at its sole discretion, to arrange for suitable storage of such Goods at its premises or elsewhere and Nepean shall take reasonable measures to protect the Purchaser's interest in such Goods. To the extent permitted by law, the Purchaser shall pay all reasonable costs of such storage together with the quantities all reasonable costs of insurance, demurrage, handling and other instructions contingent charges as specified in a result of the Purchase Orders (for shipping instructions, refer to Art. 9). All risks storage and delivery of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premisesGoods.
8.2 Delivery shall not exceed the number (h) In addition to sub clause (g) above, if Goods are in whole or in part ready for delivery and if delivery of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time such Goods is calculated from the time delayed by reason of issuance instructions given, or lack of a Purchase Order accepted instructions by the ContractorPurchaser, including the manufacturing periodor any other delay outside of Nepean’s reasonable control, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) then Nepean shall be entitled to reject invoice and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Productsthose Goods in accordance with clause 6(d).
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 1 contract
Samples: Terms and Conditions
Delivery. 8.1 The Contractor shall Supplier will deliver the ordered Products EXW(Incoterms 2010) at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products specifications, drawings or approved samples, and at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item prices and quantities in the respective Agreement, on a Delivery Duty Paid basis per INCOTERMS 2020 at the facility of Company or its designee identified in the Purchase Order for international shipments (and on an F.O.B. basis at the Contractor acknowledges that lead time is calculated from facility of Company or its designee identified in the time of issuance of a Purchase Order accepted by for domestic shipments). Company will have the Contractorright to route all shipments. All Products will be (a) suitably packed, including the manufacturing periodmarked with Company’s Purchase Order number; (b) transported in clean, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination hygienic, physically sound conditions; and (c) shipped in accordance with shipping instructions on a Purchase Order, specified herein and verification by IDA’s personnel or representatives or consignee (if applicable) that otherwise in accordance with the Products are in a satisfactory conditionrequirements of common carriers. Inspection and verification of the Products No charge shall be made as soon as reasonably practicable after receipt. IDA’s personnel to Company for boxing, packing, crating or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of carting unless separately itemized on the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be Time is of the essence in performance of the LTAthis Agreement, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late if delivery of Products or performance of Services is not completed by the time promised, Company reserves the right, without Company bearing any liability and in addition to its other rights and remedies, to terminate this Agreement by notice to Supplier effective when received by Supplier as to the applicable Products and to purchase substitute Products or Services elsewhere and charge Supplier with any loss incurred. If, in order to comply with Company’s required delivery date, it becomes necessary for items which do Supplier to ship by a more expensive way than specified in the Agreement, any increased transportation costs resulting therefrom shall be paid for by Supplier unless the necessity for such rerouting or expedited handling has been caused by a breach by Company. If shipment is delayed for any cause, Supplier must report the same to Company promptly. Failure of Company to insist upon strict performance will not constitute a waiver of any of the provisions of any Purchase Order or waiver of any default. Supplier will not unreasonably anticipate delivery by purchasing materials or manufacturing quantities in excess of what is reasonably required to meet specifications Company’s delivery schedule. Items received in advance of Company’s delivery schedule may, at Company’s option, be returned at Supplier’s expense or be accepted and are therefore rejected by XXX payment withheld until after the scheduled delivery date. Title and risk of loss will shift from Supplier to Pactiv Evergreen after Supplier tenders the ordered Products for unloading at the dock at the point of delivery. Notwithstanding the delivery terms set forth herein, Company may elect, at its option, for Supplier to be responsible for unloading the ordered Products at Supplier’s expense at the point of delivery, and in such case, title and risk of loss will shift from Supplier to Company after Supplier unloads the ordered Products at the dock at the point of delivery. Supplier will be liable to Company for any loss or the consigneedamage resulting from Supplier’s failure to act so as to provide adequate protection during shipment. Additional expenses, XXX can claim liquidated damages charges or claims incurred as a result of deviation from the Contractor and deduct 0.2% specified route, noncompliance with other shipping instructions, or improper description of the value shipment in shipping documents will be the responsibility of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase OrderSupplier.
Appears in 1 contract
Samples: Vendor and Supplier Contracts
Delivery. 8.1 The Contractor Supplier shall deliver the Products EXW(Incoterms 2010Equipment, which includes any products or goods that are being purchased pursuant to this Purchase Order (“Equipment”), to the destination(s) at specified in the Contractor’s premises in accordance with this LTA and with Purchase Order to the quantities and other instructions attention of the Medical Engineering or Biomedical Engineering department of the Purchaser (“Medical Engineering”) as specified in the Purchase Orders Contact Schedule, or such other destination as the Purchaser may inform the Supplier in writing from time to time. Large volume shipments, larger than one (1) standard drop skid, must be made through special arrangements with Medical Engineering of the Purchaser. Equipment must be received by the Purchaser a minimum of five (5) days prior to first scheduled use of the Equipment to allow sufficient time for shipping instructionsincoming inspection and documentation. The Supplier must notify the Medical Engineering department of the Purchaser of delivery particulars in advance of delivery as required by the Purchaser, refer to Artand without limiting the particulars required, shall provide the following: delivery date, mode of shipment, name of shipping/courier company, courier tracking or identification number and special instructions regarding handling, uncrating, and assembly. 9). All risks of loss or damage Prior to the Products delivery date(s) specified, if any, the Supplier shall remain with send the Contractor until delivery takes place in accordance with information to the LTAPurchaser as listed on the Contact Schedule. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed be complete and title shall not pass to the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing periodPurchaser, until the Products are available for dispatch from Equipment has been received which complies with the Contractor’s premises.
8.3 Delivery terms and conditions of this Purchase Order. All risk of damage or loss until completion of delivery shall only be completed upon on the arrival Supplier. Acceptance of Equipment shall not bind the Products at the final destination Purchaser to accept future shipments. Where a delivery date or schedule is specified in accordance with instructions on a this Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that timely delivery to the Products are in a satisfactory condition. Inspection and verification destination is of the Products essence, and the Supplier shall be responsible to ensure that such delivery is made and shall advise the Purchaser immediately of any anticipated delays and the reasons therefor. The Supplier is responsible, at its expense, within two (2) days of delivery of the Equipment, for the disposal off-site of the crating and packaging of the Equipment when requested by the Purchaser. The Supplier shall contact the Purchaser within two (2) days of delivery of the Equipment if disposal off-site is not possible and disposal on-site shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance through the approval of the Products not conforming to this LTA and Purchaser at the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the ProductsSupplier’s expense.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 1 contract
Samples: Purchase Order Terms & Conditions
Delivery. 8.1 5.1 Supply will commence only after issue of DO. Issuance of DO will be normally done on monthly installment basis/phased manner of the contracted quantity. The Contractor shall deliver lifting against each DO has to be completed within same month or within the Products EXW(Incoterms 2010validity of the contract period, whichever is earlier.
5.2 The Seller will indent for wagons after converging ore at railway siding depending upon pending indent(s). Payment of railway freight and siding charges will be made by the buyer. After handing over the wagons to the public carrier (i.e. the railway) at the Contractordispatching stations, the Seller’s premises responsibility, if any, will cease and the Buyer shall become responsible for the consignments so dispatched.
5.3 MOIL shall place the indent with railways by mentioning type of wagons like BCN/BOOST/BCXN/NHL. If railways provide wagons with more carrying capacity in accordance with such case buyer shall make full freight payment and also any other punitive charges levied by railways. MOIL shall load the ore as per the loading capacity of wagons/DO quantity. MOIL shall not be responsible for non-availability or delay in availability of xxxxx/wagons.
5.4 The buyer hereby agrees to transport the ore by road through a “Registered Common Carrier” only, which is having a valid registration certificate issued by the registering Authority under the Provisions of “Carriage by Road Act”. If during the subsistence period of this LTA contract it is found that the buyer has violated any provisions of the “Carriage by Road Act” while carrying the goods, then MOIL shall not in any situation be liable for the said violation & the buyer shall be solely responsible for the said default & the penalties under the said Act. It is the responsibility of the buyer to ensure that the quantity & quality of Manganese Ore loaded at our mines only are to be transported and with received at their factory/premises. For better services the quantities buyer should not allow the transporter either transshipment or overloading. If buyer fails in his obligation of following the rule of law, and if any truck is held by any authority while doing illegal transportation, the seller (MOIL) is at his liberty to take legal action either to cancel the contract, black list the transporter as well as buyer or else take any other instructions action as deemed fit. MOIL shall not be in any such case liable for illegal transportation/over loading or any such other act. Decision of MOIL in the above regards shall be final and binding.
5.5 In case where ore is moved to the Buyer’s factory by road, Seller’s responsibility will cease once the ore is offered at the mine/mine(s) to Buyer’s authorized transporter.
5.6 During the contract period, if any quality/quantity of Manganese Ore specified in the Purchase Orders (for shipping instructionscontract is not available at MOIL Mines or otherwise, refer MOIL shall be at liberty to Artissue amendment(s), cancelling such item(s) /quantity and incorporate alternate item(s) / quantity of ore, if available. 9)However, quality/grade of ore will be changed only with the consent of the buyer. All risks other terms and conditions of loss or damage to the Products contract shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premisesunchanged.
8.2 Delivery shall not exceed 5.7 After the number last date of days specified for each item in receipt of payment as per the respective Purchase Order and contract, if the Contractor acknowledges that lead time is calculated from buyer requests to change the time mode of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival road to rail, MOIL will endeavor to supply full quantity as per request of the Products at the final destination in accordance with instructions on a Purchase Orderbuyer. However, and verification if full quantity could not be dispatched by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification MOIL through requested mode of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment transportation for any non- conforming Products pursuant to this LTA reason, XXXX shall not be deemed an acceptance of levy the Productspenalty on the un- dispatched quantity considering the same as a Road dispatch DO.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 1 contract
Samples: General Terms and Conditions
Delivery. 8.1 The Contractor (a) Delivery shall deliver be made as required and in the Products EXW(Incoterms 2010) manner specified by the Purchase Order and shall be accompanied by delivery note. In respect of goods consigned by rail an advice note shall be sent to the Site Office at the Contractor’s premises in accordance place for delivery so as to be received before delivery.
(b) The Company shall provide between the metal highway and the point at which unloading is to be made a reasonably safe and proper access.
(c) The Company requires as a condition of this contract that a Suppliers Delivery Note be clearly signed by a duly authorised site representative of the Company and the Supplier shall be responsible for obtaining such a signature and of depositing a copy of such signed note with this LTA and with him. In the quantities and other instructions as specified in event of there being any dispute concerning delivery the Purchase Orders failure by the Supplier to produce such a signed note shall then be conclusive evidence that the products have not been delivered. The signing of a delivery note is proof of delivery only.
(for shipping instructions, refer to Art. 9). All risks d) Any risk of future loss or damage to the Products unless due in whole or in part to the act neglect or error of the Supplier (when the risk shall remain with not so pass) and the Contractor until delivery takes place property in the Products shall pass to the Company upon completion of unloading in accordance with the LTA. The Contractor shall load requirements (if any) of the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from due signing of a delivery note but:
(i) Products delivered in a damaged condition shall be replaced immediately with Products complying with the Purchase Order without extra charge.
(ii) Products which are not, in the reasonable opinion of the Company, in accordance with the Purchase Order or are damaged shall not pass as to any risk of loss or damage or as to any property but the Company shall give notice within a reasonable time of issuance any discrepancy or damage (but as to which no duty of a Purchase Order accepted by inspection shall be owed) and the Contractor, including property and risk therein shall then remain with the manufacturing period, until Supplier
(iii) where the Products are available for dispatch from packaged or wrapped then the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products will not conforming be made until the Company has actually inspected and accepted the goods.
(iv) deterioration in the Products incident to this LTA the course of transit shall be the responsibility of the Supplier.
(e) The Supplier shall provide proper off loading instructions and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance Company will at its discretion provide responsible assistance in the unloading of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of (f) Once the property in the Products by IDA’s personnel passes to the Company then the Supplier shall have no title or representatives interest therein at law or the contracted Quality Control Agent, does not involve the operational and functional status of the Productsin equity.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 1 contract
Samples: Conditions of Order
Delivery. 8.1 The Contractor obligation of Seller to meet all delivery dates, specifications, and quantities set in this Order is of the essence. Deliveries are to be made both in quantities and at times specified in this Order or such quantities and items specified pursuant to Buyer’s written instructions. Seller shall deliver immediately notify buyer in the Products EXW(Incoterms event that its timely performance under this Order is delayed or likely to be delayed, in whole or in part, and Seller shall provide Buyer with all available information regarding the reasons for such delay. Unless otherwise specifically provided on the face of this Order, the product will be delivered DDP Buyer’s facility of manufacture (Incoterms 2010). In the event this Order includes the delivery of equipment which requires installation, Seller shall install such equipment (at its sole expense) at Buyer’s designated site upon request from Buyer. Title and risk in the Contractor’s premises in accordance product shall remain with this LTA and with Seller until they are delivered at the quantities and other instructions as point specified in the Purchase Orders (for shipping instructions, refer Order and transferred to Art. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products Xxxxx’s possession at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item which time title and risk in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractorproducts shall transfer to Buyer. Buyer may at its option, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival either retain items received in advance of the Products requested delivery schedule or return them to Seller at the final destination in accordance with instructions on a Purchase OrderSeller’s risk and expense. If retained, payment and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products discount shall be made as soon as reasonably practicable after receiptbased on the schedule delivery dates. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that Seller fails to deliver as and when specified, Xxxxx reserves the Contractor is not able right to ensure delivery by the dates specified in the Purchase cancel this Order, XXX shall or any part thereof, without prejudice to its rights or remedies and Seller agrees that Xxxxx may return part or all of any so shipment made, and if this Order calls for partial shipments, the balance may be entitled to request the Contractor to pay cancelled or suspended upon notice and Buyer may charge Seller with any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred expedited routing charges or any loss or expense sustained as the a result of IDA’s obligations to its clients such failure to deliver as specified. Buyer reserves the Products on time and right to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or return the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% portion of the value shipment in excess of the Products pursuant to a Purchase Order per additional day of delayquantity ordered, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Orderat Seller’s expense.
Appears in 1 contract
Samples: Terms and Conditions of Purchase
Delivery. 8.1 The Contractor (a) Upon completion of the construction of the Platform and the tests and trials as provided in the Specifications, and after having obtained all required approvals and certifications from ABS and the Regulatory Bodies, Builder shall tender delivery of the Platform to Owner. Prior to tendering delivery, Builder shall have remedied at Builder's sole cost and expense any defects discovered by Owner, Builder or ABS in Builder's workmanship or materials including installation of Owner Furnished Equipment or any other non-conformity of the Platform with the requirements of the Specifications and this Agreement and shall have performed any re-tests necessary to ensure that such items have been fully corrected. Owner shall accept such tender of delivery, and Owner shall not have the right to refuse to accept delivery of the Platform provided the same is substantially completed, except for minor items acceptable to Owner to be completed as mutually agreed between Owner and Builder, and capable of being utilized by Owner. Any remaining items shall be completed by Builder following delivery and prior to departure of the Platform from Builder's yard, or Owner and Builder may mutually agree on a appropriate reduction of the Contract Price for such remaining items.
(b) To evidence acceptance of the Platform by Owner, Builder and Owner shall execute and deliver a Protocol of Acceptance and Delivery acknowledging delivery of the Platform. Builder shall further deliver to Owner a Bill of Sale confirming the conveyance of title xx the Platform to the Owner, which Bill of Sale shall (i) generally describe the Pxxxxorm as a mobile, self-contained and elevating platform, (ii) contain a general warranty of title and freedom from liens (except as to matters arising by, through, or under Owner) in favor of the Owner, and (iii) be deemed to contain the additional warranties and covenants set forth in Section 11 of this Agreement without the necessity of making any reference to such warranties in the Bill of Sale. Builder shall also deliver to Owner the remaining delivery documents set forth in the Specifications.
(c) Builder shall deliver the Products EXW(Incoterms 2010Platform along side Builder's dock at Builder's Yard. Following delivery and acceptance, Owner shall have the right to dock the Platform at Builders Yard for a period not to exceed thirty (30) at days, after which time the Contractor’s premises in accordance with this LTA Platform must depart from Builder's Yard. During such post-delivery docking period, Owner shall pay to Builder its standard charges for shore power, potable water, and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9)security guard service. All risks of loss or damage such charges must be paid by Owner to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival Builder prior to departure of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the ProductsPlatform from Builder's Yard.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 1 contract
Samples: Platform Construction Agreement (Chiles Offshore Inc/New/)
Delivery. 8.1 The Contractor Time is of the essence for Delivery and all other obligations arising herein. “Delivery Date” and/or “Dock Date” shall mean the date Supplier is required to deliver the Products EXW(Incoterms 2010) at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage Product to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractorlocations designated on Buyer’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor If Supplier does not meet the delivery period(s) XXX shall be entitled scheduled Delivery Dates, and Supplier fails to give demonstrate to Buyer that it has taken best commercial efforts to comply with meeting the Contractor notice Delivery Dates, then Buyer may, at its option cancel this Purchase Order, or any part of its intention to cancel the this Purchase Order without incurring any liability. If Buyer requests expedited shipment of any late deliveries, Supplier will be responsible for shipping cost. Supplier will not ship ahead of the scheduled Delivery Date unless Products are delivered within authorized by Buyer in writing. Buyer may re- turn, at its option, all unauthorized early shipments to Supplier at Supplier’s expense. Payments for early shipments unauthorized by Buyer will be postponed until the agreed applicable due date after the scheduled Delivery Date. Supplier, when it has reason to believe that deliveries will not be made as scheduled, will provide immediate written notice to Buyer setting forth the cause of such anticipated delay. Supplier shall be, in addition to any other remedy available to Buyer, liable for Buyer’s documented additional expenses due to its failure to deliver in the event that it fails to provide such notice. Notwithstanding the above, neither Buyer or Supplier will be liable for delays or defaults due to fires, floods, earthquakes, riots, storms or acts of civil or military authority and specified time frame.
8.6 without their fault or negligence. In the event that any such condition exists as to Supplier, Buyer may at its option, cancel affected Purchase Order in whole or in part. All internationally shipped products will be shipped under "FCA Suppliers Facility (Incoterms 2010)". Products shipped under domestic transport may be FCA or other Incoterm agreed between Supplier and Jabil. For FCA terms, Supplier must utilize the Contractor carriers or forwarder provided in Jabil’s shipping guidelines for the transit from Supplier’s facility to the Jabil’s receiving dock. Supplier must utilize Jabil’s specified transportation agent for all shipments. If Supplier uses any other transportation agent, Supplier will reimburse Jabil for any additional costs incurred for transportation. If no transportation agent is not able specified, Supplier will use a transportation agent acceptable to ensure delivery by the dates specified in the Purchase Order, XXX Jabil. Title shall be entitled transferred to request Jabil upon the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result physical delivery of IDA’s obligations to its clients to deliver the Products to the final destination designated on time Jabil's Purchase Order . Jabil assumes risk of loss for Products when Products have been received by Jabil’s carrier or forwarder. In the event a tooling Delivery is delayed, and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2it is estimated that such delay will exceed more than 25% of the value of the Products pursuant to a agreed completion Date/Delivery time, Buyer may, at its option cancel this Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from without incurring any of its other obligations or liabilities pursuant to this LTA or a Purchase Orderliability.
Appears in 1 contract
Samples: Purchase Order Terms and Conditions
Delivery. 8.1 The Contractor shall deliver Time is of the Products EXW(Incoterms 2010) at the Contractoressence in Supplier’s premises in accordance with this LTA and with the quantities and other instructions as specified in performance of its obligations under the Purchase Orders (for shipping instructions, refer Order. Supplier will immediately notify Kymeta if Supplier’s timely performance under the Purchase Order is delayed or is likely to Artbe delayed. 9)Kymeta’s acceptance of Supplier’s notice will not constitute Kymeta’s waiver of any of Supplier’s obligation other than the any delays specifically accepted by Kymeta in writing. All risks of loss or damage deliveries made pursuant to the Products shall remain with the Contractor until delivery takes place this Agreement must be complete and in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified specifications set forth in the Purchase Order. Unless Supplier has obtained prior written approval from Kymeta, XXX shall incomplete deliveries or late deliveries will not be accepted, nor will over-deliveries in excess of specified quantities. If Supplier delivers Work after the Delivery Date, Kymeta may reject such Work and will be entitled to request the Contractor rights set forth in Section 6. Kymeta will hold any Work rejected under the Purchase Order at Supplier’s risk and expense, including storage charges, while awaiting Supplier’s returns shipping instructions. Supplier will bear all return shipping charges, including without limitation, insurance charges Kymeta incurs on Supplier’s behalf. Supplier will preserve, pack, package and handle the Products so as to pay protect the Products from loss or damage and in accordance with best commercial practices in the absence of any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which specifications Kymeta may reasonably provide. Kymeta reserves the right to refuse deliveries if there is any damage to packaging. The Supplier will be incurred as responsible for replacement or refund, if any Products are received with damage due to improper packaging. Without limiting the result foregoing, Supplier shall observe the requirements of IDA’s obligations any local laws and regulations relating to hazardous work, including, without limitation, with respect to its clients to deliver the Products on time accompanying information, packing, labeling, reporting, carriage and to avoid stock outs.
8.7 For late disposal. Supplier will include, with each delivery of Products or Products, a packing list identifying the Purchase Order number, the Kymeta part number for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value each of the Products pursuant to (if applicable), a Purchase Order per additional day description and the quantity of delay, up to a maximum of 10% each of the value Products, and the date of shipment. Unless Kymeta expressly instructs otherwise, Supplier will deliver all Work to Kymeta’s facility at the address set forth the Purchase Order. The payment or deduction Seller assumes responsibility for all shipping and delivery charges including, without limitation, customs, duties, costs, taxes and insurance. Risk of such liquidated damages shall loss for the Products does not relieve the Contractor from any of its other obligations or liabilities pursuant pass to this LTA or a Purchase OrderKymeta until acceptance in accordance with Section 6.
Appears in 1 contract
Samples: Terms of Purchase
Delivery. 8.1 The Contractor shall deliver Supplier acknowledges and agrees that time is of the Products EXW(Incoterms 2010) at essence with respect to all delivery dates stated on Orders. Any delivery made after close of business on the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as date specified in the Purchase Orders (for shipping instructions, refer to ArtOrder shall be deemed late. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival If any part of the Products at delivered by Supplier is delivered late, or otherwise does not comply with the final destination terms and conditions hereof or in accordance with instructions on a Purchase Orderthe Order as to quality or otherwise, RMR may either (a) reject and verification by IDA’s personnel return all or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification any part of the Products ordered thereunder for full credit, including freight or (b) at RMR’s option, utilize all or any part of said Products, holding Supplier liable for all damages resulting from Supplier’s failure to comply. Deliveries shall not be made earlier than five (5) days prior to the requested delivery date unless specified by RMR. RMR reserves the right to accept or reject partial shipments. Shipment: If in order to comply with RMR’s required delivery date it becomes necessary for Supplier to ship a more expensive way than specified in the Order, any increased transportation costs resulting therefrom shall be made as soon as reasonably practicable after receiptpaid for by Supplier unless the necessity for such rerouting or expedited handling has been caused s o l e l y by RMR and RMR agrees in advance to such rerouting or expedited handling fees. IDANo charges of any kind, including charges for boxing or carriage, freight or special handling, will be allowed unless specifically agreed to in advance by RMR in writing. Pricing by weight, where applicable, covers net weight of material, unless otherwise agreed. Any costs incurred by RMR because of Supplier’s personnel or representatives or consignee (if applicable) non-compliance with the terms and conditions in an Order, shall be entitled charged back to Supplier. Inspection: RMR shall be under no duty to inspect Products purchased hereunder before its use in manufacture and/or resale, and the processing, manufacture or resale shall not constitute an acceptance of the Products or a waiver of any claim. RMR reserves the absolute right to reject and refuse acceptance of the Products which is not conforming in accordance with RMR’s instructions, specifications, drawings and data or not in accordance with Supplier’s warranty (express or implied) and to this LTA and the related Purchase Orderreturn same to Supplier at Supplier’s expense. Payment for any non- conforming Products pursuant to this LTA purchased by, and delivered to, RMR hereunder shall not be deemed an acceptance of the Productsthereof.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 1 contract
Samples: Terms & Conditions of Purchase
Delivery. 8.1 The Contractor shall deliver the Products EXW(Incoterms 2010) at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (lead-time for shipping instructions, refer to Art. 9). All risks delivery of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Agreement Products shall be made as soon mutually agreed to by the parties, and EVOLUS shall attempt to minimize such lead-time as reasonably practicable after receiptrequested by DISTRIBUTOR, subject to Daewoong’s ability to produce Agreement Products and EVOLUS’ reasonable exercise of discretion to allocate inventory and production resources to meet other demands. IDA’s personnel or representatives or consignee (if applicable) shall be entitled EVOLUS will promptly notify DISTRIBUTOR of any circumstances for delay in delivery and EVOLUS will use commercially reasonable efforts to reject and refuse acceptance minimize such delay. At the request of DISTRIBUTOR, EVOLUS agrees to assume the Products not conforming burden of bearing all additional costs associated with premium freight for corrective action as a result of delays caused by events under the reasonable control of EVOLUS, including failure to this LTA and the related Purchase Orderorder materials in a timely fashion to accommodate required lead times. Payment for any non- conforming Products pursuant to this LTA shall Partial deliveries may not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDAmade without DISTRIBUTOR’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence prior written approval. Unless otherwise specified in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the individual Purchase Orders, all Agreement Products sold by EVOLUS to DISTRIBUTOR hereunder will be delivered CIF (Incoterms 2010), named place: Toronto), or any other place that may be mutually agreed upon by EVOLUS and the DISTRIBUTOR from time to time. Except as provided howeverbelow, DISTRIBUTOR will pay all freight, shipping, insurance, duties, forwarding and handling charges, taxes, storage and all other charges applicable to the items after they are delivered by EVOLUS to the named place. To minimize delays, DISTRIBUTOR shall use the same delivery service as used by EVOLUS to deliver to the named place, provided, that where the Contractor does not meet the if DISTRIBUTOR uses an alternative delivery period(s) XXX service, DISTRIBUTOR shall be entitled responsible for all fees related to give any additional paperwork, delivery charges or other fees. EVOLUS shall make all shipping arrangements and prepare all necessary documentation and declarations. DISTRIBUTOR shall assume all risk of loss for the Contractor notice of its intention to cancel the Purchase Order unless Agreement Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure upon CIF delivery by EVOLUS, except to the dates specified in extent any such loss is directly attributable to any act or omission on the Purchase Order, XXX part of EVOLUS prior to such delivery. DISTRIBUTOR shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result importer of IDA’s obligations to its clients to deliver the record for all shipments of Agreement Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Orderhereunder. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.6.5
Appears in 1 contract
Delivery. 8.1 The Contractor (a) Upon completion of the construction of the Platform and the tests and trials as provided in the Specifications, Seller shall tender delivery of the Platform to Buyer. Prior to tendering delivery, Seller shall have remedied at Seller's sole cost and expense any defects discovered by Buyer or Seller in Seller's workmanship or materials including installation of Buyer Furnished Equipment or any other nonconformity of the Platform with the requirements of the Specifications and performed any retests necessary to ensure that such items have been fully corrected. Buyer shall accept such tender of delivery, and Buyer shall not have the right to refuse to accept delivery of the Platform provided the same is substantially completed and capable of being utilized by Buyer. Any remaining items shall be completed by Seller following delivery and prior to departure of the Platform from Seller's Yard, or Buyer and Seller may mutually agree on an appropriate reduction of the Contract Price for such remaining items.
(b) On the Delivery Date, Buyer shall pay to Seller all amounts payable under this Agreement and Seller and Buyer shall execute and deliver a Protocol of Acceptance and Delivery acknowledging delivery of the Platform. Seller shall further deliver to Buyer a Xxxx of Sale confirming the conveyance of title to the Platform to the Buyer. which Xxxx of Sale shall (i) generally describe the Platform as a mobile, self-contained and elevating platform, (ii) contain a general warranty of title and freedom from liens (except as to matters arising by, through, or under Buyer) in favor of the Buyer, and (iii) be deemed to contain the additional warranties and covenants set forth in Section 11 hereinbelow without the necessity of making any reference to such warranties in the Xxxx of Sale. Seller shall also deliver to Buyer the remaining delivery documents set forth in the Specifications.
(c) Seller shall deliver the Products EXW(Incoterms 2010) Platform along side Seller's dock at the Contractor’s premises in accordance with this LTA Yard. Following delivery, Buyer shall have the right to dock the Platform at Seller's Yard for a period not to exceed fourteen (14) days, after which time the Platform must depart from Seller's Yard. During such post-delivery docking period, Buyer shall pay to Seller its standard charges for shore power, potable water, and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9)security guard service. All risks of loss or damage such charges must be paid by Buyer to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival Seller prior to departure of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the ProductsPlatform from Seller's Yard.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 1 contract
Samples: Platform Construction Agreement (Chiles Offshore LLC)
Delivery. 8.1 The Contractor (a) Time will not be of the essence under this Contract.
(b) Unless stated otherwise in Prok’s quotation, all Goods are supplied ex-works at the place of manufacture and delivery to a carrier's vehicle, including loading, shall constitute delivery by Prok to the Purchaser. No allowance has been made in the Price for transport, insurance or unloading costs. Where the Purchaser requests delivery other than ex-works Prok, at its sole discretion, may agree to act as agent for the Purchaser to effect such delivery and all costs of carriage and insurance in relation thereto will be to the Purchaser's account. In any event the Purchaser shall ensure provision of reasonable access to the point of delivery and for off-loading and/or handling without delay.
(c) Prok reserves the right, in its sole discretion to make partial deliveries of any Goods and to invoice such partial deliveries separately to the Purchaser in accordance with clause 6 of these Terms and Conditions.
(d) Unless otherwise expressly agreed in writing by Prok, all delivery dates provided by Prok are approximate only and although every reasonable effort will be made by Prok to deliver Goods by the estimated delivery date, any failure by Prok to deliver the Products EXW(Incoterms 2010Goods by any particular date will not entitle the Purchaser to cancel the Contract or void any of these terms of this Contract or entitle the Purchaser to claim any compensation whatsoever (including liquidated or unliquidated damages) at from Prok for late delivery.
(e) Where Prok agrees in writing to guarantee a delivery date, Prok will not be liable for failure to fulfil or for delays in delivering the ContractorGoods where delivery is prevented, delayed or hindered by a force majeure event, any act or omission or direction of the Purchaser, the Purchaser’s premises employees, agents or contractors or where Prok is delayed by any other cause beyond Prok’s reasonable control.
(f) All delivery dates are dependent upon the timely receipt of the Purchaser’s written order, all necessary particulars or details required for production and payment of any progress claims strictly in accordance with this LTA Contract.
(g) If after a period of 14 days from the date Prok notifies the Purchaser that Goods are ready for delivery and delivery of such Goods is delayed for any reason beyond Prok’s reasonable control Prok shall be entitled, at its sole discretion, to arrange for suitable storage of such Goods at its premises or elsewhere and Prok shall take reasonable measures to protect the Purchaser's interest in such Goods. To the extent permitted by law, the Purchaser shall pay all reasonable costs of such storage together with the quantities all reasonable costs of insurance, demurrage, handling and other instructions contingent charges as specified in a result of the Purchase Orders (for shipping instructions, refer to Art. 9). All risks storage and delivery of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premisesGoods.
8.2 Delivery shall not exceed the number (h) In addition to sub clause (g) above, if Goods are in whole or in part ready for delivery and if delivery of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time such Goods is calculated from the time delayed by reason of issuance instructions given, or lack of a Purchase Order accepted instructions by the ContractorPurchaser, including the manufacturing periodor any other delay outside of Prok’s reasonable control, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) then Prok shall be entitled to reject invoice and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Productsthose Goods in accordance with clause 6(d).
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 1 contract
Samples: Contract
Delivery. 8.1 The Contractor shall deliver 3.1 Supplier will comply with SynQor’s routing and shipping instructions contained in the Purchase Order.
3.2 Time is of the essence in Supplier’s performance of its obligations under the Purchase Order. Supplier will immediately notify SynQor if Supplier’s timely performance under the Purchase Order is delayed or is likely to be delayed. SynQor’s acceptance of Supplier’s notice does not constitute SynQor’s waiver of any of Supplier’s obligations.
3.3 If Supplier delivers Products or Deliverables after the Delivery Date, SynQor may reject same and hold Supplier accountable for all damages resulting from the delay.
3.4 SynQor will hold any Products or Deliverables rejected under this Purchase Order at Supplier’s risk and expense, including storage charges, while awaiting Supplier’s return shipping instructions. Supplier will bear all return shipping charges, including without limitation, insurance charges SynQor incurs on Supplier’s behalf. SynQor may, in its sole discretion, destroy or sell at a public or private sale any rejected Products or Deliverables for which SynQor does not receive return shipping instructions within a reasonable time.
3.5 Supplier will preserve, pack, package and handle the Products EXW(Incoterms 2010) at the Contractor’s premises and Deliverables so as to protect them from loss or damage and in accordance with this LTA best commercial practices in the absence of any specifications SynQor may provide. Without limiting the foregoing, Supplier shall observe the requirements of any local laws and regulations relating to hazardous materials, including, without limitation, with respect to its accompanying information, packing, labeling, reporting, carriage and disposal.
3.6 Supplier will include with each delivery of Products a packing list identifying the quantities Purchase Order number, the SynQor part number for each of the Products (if applicable), a description and other instructions as specified the quantity of each of the Products, and the date of shipment.
3.7 Unless SynQor expressly instructs otherwise, Supplier will deliver all Products and Deliverables to SynQor’s location set forth in the Purchase Orders (Order. Supplier assumes responsibility for all shipping instructionsand delivery charges including, refer to Artwithout limitation, customs, duties, costs, taxes and insurance. 9). All risks Risk of loss or damage to for the Products shall remain with the Contractor and Deliverables does not pass to SynQor until delivery takes place they have been physically delivered in accordance with the LTA. The Contractor shall load terms of the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premisesSynQor.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 1 contract
Samples: Terms and Conditions of Purchase
Delivery. 8.1 The Contractor shall deliver the Products EXW(Incoterms 2010) specific quantity ordered must be delivered in full and may not be changed or delivered in installments without Company’s prior written consent. Any unauthorized quantity is subject to rejection and return at the ContractorSeller’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Artexpense. 9). All risks Delivery of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products Goods shall be made pursuant to the most current INCOTERMS (as soon as reasonably practicable after receiptdefined by International Chamber of Commerce) specified on the face of the applicable Purchase Order. IDA’s personnel or representatives or consignee (Time is of the essence with respect to the delivery of all Deliverables. Seller shall immediately notify Company if applicable) it appears that Seller may not meet any agreed-upon delivery date. Such notification shall be entitled include the reasons for delay, the steps being taken by Seller to remedy the delay, and the anticipated delivery date. Company shall have the right to reject and refuse acceptance return (shipping charges collect) any Goods received in advance of the Products specified delivery date or Goods that do not conforming to this LTA and conform with the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the If no delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor date is not able to ensure delivery by the dates specified in the Purchase Order, XXX Seller shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred fulfill it as the result expeditiously as possible. If no method of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products shipment or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of carrier is specified in the Purchase Order, Seller shall use the least expensive nationally reputable common carrier. The payment If the Deliverables are to be shipped, Seller shall pack or deduction otherwise prepare them to meet carrier requirements and safeguard them from damage. Seller shall package all Goods in suitable containers to permit safe transportation and handling. Each delivered container must be labeled and marked to identify contents without opening and all boxes and packages must contain packing slips listing contents. Company’s Purchase Order number must appear on all shipping containers, packing slips, delivery tickets and bills of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Orderlading.
Appears in 1 contract
Samples: Master Purchase Order Agreement
Delivery. 8.1 The Contractor shall deliver the Products EXW(Incoterms 2010) at the Contractor’s premises in accordance All shipments are made FOB, Destination (Delivery), freight and insurance billed separately. INVOICING & PAYMENT Information is not including, with this LTA and filing. The omitted material, together with an application for Confidential Treatment thereof, has been filed separately with the quantities Securities and Exchange Commission. WARRANTY & REPAIR: DSC warrants that the Workstation will be free from defects in labor and materials for the TERM of the Agreement (Warranty). At no additional cost to Customer, DSC shall repair or replace Workstation, or any component thereof, that is defective under Warranty, shipping one way. Customer shall purchase accessories and replacement parts fro Allegiance. DSC will perform any non-warranty service or repairs and invoice Customer directly. Non-Warranty repairs include, but are not limited to, damage caused to the Workstation, or any component thereof, by improper use, neglect, poor maintenance or willful misconduct, including, but not limited to, improper care of the Workstation's Optical Slide Assembly. All warranties of Merchantability and/or fitness are expressly excluded. WORKSTATION OWNERSHIP & RISK OF LOSS: The Workstation shall remain the property of DSC and Customer shall execute and deliver a financing statement as provided under the Uniform Commercial Code (UCC), if requested, to permit DSC to record as ownership interest in the Workstation. Customer shall be responsible for risk of loss and damage to the Workstation while it is in the Customer's possession (reasonable wear and tear excepted) and shall maintain adequate damage insurance coverage with respect to the Workstation. DSC shall have no obligation with respect to operation or use of Workstation other instructions as than that specified in the Purchase Orders (for shipping instructions, refer to ArtInstruction & Technical Specifications Manual provided with the Workstation at installation. 9). All risks of loss or damage ENTIRE AGREEMENT: This agreement is subject to the Products Purchaser Agreement between HPG and DSC, which together constitutes the entire agreement between DSC and Customer. There are no other understandings or agreements between the Customer and DSC on this matter. This agreement shall remain with the Contractor until be effective upon delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractorfully signed copy to Customer. Customer ACCEPTED: Signature _________________________________________ Date:________________________________ Print Name: _____________________________________ P.O./Ref #:__________________________ Vendor: DiaSys Corporation, including the manufacturing period00 Xxxx Xxxx Xxxxxx, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase OrderXxxxxxxxx, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XX 00000-0000 XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.Telephone: 000-000-0000 Fax: 000-000-0000 DSC ACCEPTANCE: Signature: ___________________________________________ Date: _________________________ Print Name: ____________________
Appears in 1 contract
Samples: Purchasing Agreement (Diasys Corp)
Delivery. 8.1 The Contractor shall deliver the Products EXW(Incoterms 2010) at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified a. All delivery dates set out in the Purchase Orders (UOP proposal(s) are estimates. Unless the parties otherwise mutually agree in writing on the transfer of title and risk of loss or damage of the products, for products shipped outside the country of UOP’s designated shipping instructionssite, refer to Art. 9). All risks title and risk of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products products will pass from UOP to Company at the Contractorpoint in time immediately after the products leave the territorial waters of such country if shipped via ocean transport, or leave the overlying airspace of such country if shipped via air transport, or cross the border of such country and enter into a foreign jurisdiction if shipped via ground transport, whichever occurs first; and for products shipped to Company’s premisesdestination within the country of UOP’s designated shipping site, title and risk of loss or damage of the products will pass from UOP to Company at the point in time the products are loaded on the freight carrier at UOP’s designated shipping site. Deliveries may be made on or before the requested delivery date and in partial shipments.
8.2 Delivery shall b. Deliveries may be made in partial shipments. UOP will not exceed be liable to Company or any third party for any damages or penalties whatsoever, whether direct, indirect, special or consequential (including, without limitation, liquidated damages in your contracts with Company’s customers), resulting from XXX’s failure to perform or its delay in performing, unless otherwise agreed in a signed writing by an authorized representative. Notwithstanding the number foregoing, if UOP delivers a quantity of days specified for each item product in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival excess of the Products quantity ordered by Company, or a type of product different than that ordered by Company, Company may return such excess or different product to UOP within sixty (60) calendar days after invoice at UOP's cost for a full refund. Additionally, UOP shall bear the final destination cost of redirecting shipments made to a location other than that set forth in accordance with instructions on a Purchase Order, and verification this Agreement if caused solely by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory conditionits error. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment Company is liable for any non- conforming Products pursuant delays or increased costs incurred by UOP caused by Company’s acts or omissions including, without limitation, all costs UOP incurs for redirecting shipments due to this LTA shall not be deemed an acceptance of the Productsany incorrect information or address you or your representatives provide.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 1 contract
Samples: Sales Contracts
Delivery. 8.1 The Contractor 1. Delivery times and delivery periods, which can be agreed upon in a binding or not binding manner, have to be indicated in writing. Delivery periods shall deliver start to run with conclusion of the Products EXW(Incoterms 2010) at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Artcontract.
2. 9). All risks of loss or damage We shall be liable according to the Products statutory provisions if our default with a delivery is based on a violation of contract by intentional or grossly negligent behaviour for which we are responsible; we shall remain be responsible for fault of our repre- sentatives or our auxiliary persons. If the default in delivery is not based on an intentional violation of contract for which we are responsible, we shall be liable only for the foreseeable typically occurring damage. We shall further be liable ac- cording to statutory provisions to the extent the delay in delivery for which we are responsible is due to a negligent or in- tentional violation of an essential contract duty; in that case the liability for damages shall be restricted to the typically foreseeable damage. Otherwise we are liable in case of delay with the Contractor until a delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time complete week of issuance default for an amount of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.23 % of the value of the Products pursuant to a Purchase Order per additional day of delaydelayed delivery, up to a maximum of 10not exceeding 15 % of the value of the Purchase Orderdelayed delivery, as contrac- tually agreed amount of damages.
3. Force majeure and events, which hinder us without our fault temporarily (such as strike, lockout, business interruptions, inclement weather or traffic obstruction, delay in the delivery with raw materials or machines, war or public instructions) to deliver the goods sold at the agreed point in time or within the agreed time period, entitle us to delay the delivery for the time of the hindrance plus an adequate time period to restart production. If such hindrances cause a delay in delivery of more than four months, the Buyer may rescind the contract. Other rights for rescission shall remain unaffected.
4. The payment or deduction Buyer shall be obliged to accept delivery of such liquidated the good sold. If the Buyer is in default with acceptance we shall be entitled to demand reimbursement of damages shall not relieve caused thereby.
5. If the Contractor from any of its other obligations or liabilities pursuant to this LTA Buyer or a Purchase Ordertransport company instructed by him picks up the good sold agreed upon dates must be observed punctually. If the date to pick up goods which have been indicated to be ready for shipment is not met, we are entitled to otherwise dispose of the material on the next day. The Buyer shall bear all cost caused by the delayed picking up or de- layed making available of transportation possibilities. If in case of contracts about delivery in instalments the agreed de- livery periods and dates are not met by the Buyer, we shall after expiry of a reasonable additional time period be entitled to deliver the remaining goods, to rescind the not yet fulfilled part of the contract or to request damages instead of per- formance.
6. We shall be entitled to partial deliveries. They shall be considered as individual contracts unless the partial deliveries cannot be used by the Buyer without the remaining deliveries. If the order is for deliveries in several partial deliveries, the Buyer shall call for delivery of the goods in about even quantities over the delivery period and accept such deliveries. If in such cases the acceptance time is not expressly stipulated a reasonable time period shall be considered as being agreed.
Appears in 1 contract
Samples: General Terms of Sale and Delivery
Delivery. 8.1 The Contractor 4.1 Before shipment, the Buyer shall deliver the Products EXW(Incoterms 2010) at the Contractor’s premises in accordance with this LTA be responsible for arranging testing and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival inspection of the Products at the final Designated Location. PCH shall have no liability for any claim in respect of any defect in the Products which is made after shipping or in respect of any damage during transit. In the event of a non-conformity, at PCH’s sole discretion PCH may repair, replace, and/or credit the non-conforming Product. In the event of such repair or replacement, Buyer agrees to follow all of PCH’s procedures and to bear the costs of returning the product to PCH. The Buyer shall be responsible for complying with any legislation or regulation governing the importation of the Products into the country of destination and paying any duties on them.
4.2 Buyer acknowledges that PCH’s ability to deliver the Order or any part of the Order is subject to PCH’s own suppliers being in accordance a position to deliver to PCH. Buyer acknowledges that in times of high demand for Products and similar products to the Products, PCH may not be able to make delivery of the Order or part of the Order within the anticipated or communicated timeframe. PCH will endeavor to provide Buyer with instructions on weekly updates with regard to the ability to deliver the Order or any part of the Order. Buyer acknowledges that in the event it becomes apparent to PCH that it will not be in a Purchase position to fulfill the Order or any part of the Order PCH may cancel the Order or any part of the Order and will be under no obligation to deliver the Order or any such part of the Order, and verification by IDA’s personnel . PCH will have no liability in regard to its failure to deliver the Order or representatives or consignee (if applicable) that any part of the Order.
4.3 Dates quoted for delivery of the Products are in a satisfactory condition. Inspection approximate only and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA PCH shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that liable for any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agentdelay in delivery, does however caused. Time for delivery shall not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence unless previously agreed by PCH in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time framewriting.
8.6 In 4.4 PCH will deliver the event that Products to the Contractor is not able to ensure delivery by the dates address specified in the Purchase Order, XXX unless otherwise agreed. Delivery shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late occur upon physical delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delaythe Buyer or its carrier, up on upon withdrawal or collection from the Designated Location.
4.5 If the Buyer fails to a maximum of 10% take delivery of the value Products or fails to give PCH adequate delivery instructions at the time stated for delivery then, without prejudice to any other right or remedy available to PCH, PCH may at its sole discretion store the Products until actual delivery and charge Buyer for the reasonable costs including, but not limited to, insurance, storage and finance fee. If Products are not collected within 7 days from the initial delivery date, PCH may at its sole discretion: (a) sell the Products at the best price readily obtainable and (after) deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Terms or charge the Buyer for any shortfall below the price under the Terms or (b) arrange delivery of the Purchase OrderProducts to the Buyer at the Buyer’s expense and as the Buyer’s agent. The payment or deduction of such liquidated damages PCH, at its sole discretion, may agree to arrange for the Products to be transported to some place other than its own designated location for delivery, in which case Buyer shall not relieve be liable for the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Orderentire expenses and costs incurred by PCH.
Appears in 1 contract
Samples: Purchase Order
Delivery. 8.1 The Contractor 3.1 Any time or date specified for delivery by Syrex or the Buyer, in respect of any sale of Product, shall deliver be an approximation and a guide only.
3.2 If Syrex is unable to effect delivery of any part of the Products EXW(Incoterms 2010) at on the Contractor’s premises date or time stipulated by it or the Buyer, the Buyer shall be obliged to take delivery as and when Syrex can reasonably affect such delivery.
3.3 Syrex endeavours to effect delivery on any date specified by it or agreed upon by it, but does not give any warranties of whatsoever nature or kind and it shall not be held responsible for any damages of whatsoever nature, or loss of profit, or any consequential or indirect damages which the Buyer may suffer as a result of such later delivery.
3.4 Syrex is entitled to charge storage costs where the Buyer requests Syrex to withhold or postpone delivery of Products. The Buyer undertakes to pay prior to taking delivery.
3.5 The risk in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage to the Products purchased shall remain with pass to the Contractor until Buyer upon delivery. Such delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only will be completed deemed to have been effected upon the arrival tender of the Products for acceptance by the Buyer within normal business hours, at the final destination in accordance with instructions on a Purchase OrderBuyers place of business or such other place nominated by the Buyer, and verification by IDAor Syrex’s personnel or representatives or consignee (place of business, if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled Buyer elects to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of collect the Products.
8.4 The Contractor acknowledges that any inspection and/or verification 3.6 Unless the Buyer gives timeous notice of the partial delivery, the Buyer shall be deemed to have received the Products by IDA’s personnel or representatives or as set out in the contracted Quality Control Agentdelivery note and relevant invoices.
3.7 No carrier, does not involve as agent of Syrex, shall be obliged to enter the operational and functional status premises of the Products.
8.5 The Contractor acknowledges that time Buyer to enable offloading to be effected. However, if such vehicle should enter the Buyer’s premises, it shall be of deemed to do so at the essence in performance of the LTABuyer’s specific instance and request, and it in that Syrex and/or agents shall use its best endeavors accept no liability for damage or loss occasioned to abide by the delivery dates stated Buyer or any third party, arising in any way from such entry or for that matter, exiting from the Purchase OrdersBuyer’s premises, provided howeveror from the offloading thereof, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice or from any negligent act or omission of Syrex of its intention to cancel agent carrier during the Purchase Order unless Products are delivered within course of entering, exiting or offloading. Further, the agreed Buyer hereby indemnifies and specified time frameholds Syrex harmless against liability for any such damage or loss.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 1 contract
Samples: Terms and Conditions of Sale
Delivery. 8.1 The Contractor shall deliver the Products EXW(Incoterms 2010) 6.1 Delivery dates are to be considered indicative and eventual fixed delivery dates are to be agreed in writing at the Contractor’s premises in accordance with this LTA and with time of order. Delivery will be made by the quantities and other instructions as specified Vendor at its works in the Purchase Orders Italy/United Kingdom, however the Purchaser will, if requested, arrange an agent for the Purchaser but at the Purchaser’s expense for the carriage of the Goods to a destination specified by the Purchaser and (if so required and at the Purchaser’s expense) for shipping instructionstheir insurance.
6.2 Whenever delivery takes place it will be the Purchaser’s responsibility to provide any necessary machinery and labour to off-load the Goods and to ensure delivery can take place at the agreed time and place. The Purchaser will indemnify and keep the Vendor indemnified against any loss or expense incurred as a result of a breach of these obligations.
6.3 Although given in good faith, refer delivery times for the supply of Goods specified by the Vendor in its quotation or otherwise are intended as estimates only and are therefore not to Artbe treated as being of the essence of the contract and binding on the Vendor. 9). All risks of The Vendor will not be liable to the Purchaser for any loss or damage (direct or indirect) occasioned by its failure (whether as a result of its negligence or otherwise) to deliver the Products Goods by the date or within the time stated and in no event shall remain with delay be a ground for rejecting the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premisesGoods.
8.2 Delivery shall not exceed 6.4 The right to deliver any part or parts of the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time Goods when they become available is calculated from the time of issuance of a Purchase Order accepted expressly reserved by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premisesVendor.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 6.5 In the event that the Contractor Purchaser refuses delivery of the Goods or is not able unable to ensure accept delivery of the Goods through no fault of the Vendor, the Vendor will invoice the Purchaser its reasonable costs of storage of the Goods until delivery of the Goods is accepted by the dates specified in Purchaser. For the Purchase Order, XXX shall avoidance of doubt the Vendor will be entitled to request invoice the Contractor Purchaser the price of the Goods as soon as delivery has been tendered notwithstanding any inability of the Purchaser to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outsaccept delivery.
8.7 For late 6.6 It is the Purchaser’s responsibility to check that materials are correct and in good condition at the time of receipt. Claims for deficiencies of any nature will not be considered 10 days after delivery of Products or for items which do not meet specifications and are therefore rejected has been accepted by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase OrderPurchaser.
Appears in 1 contract
Samples: Conditions of Sale
Delivery. 8.1 The Contractor
(a) REGENERON shall use Commercially Reasonable Efforts to Manufacture and supply on the Delivery Date the quantity of Product specified in each Purchase Order. Notwithstanding the foregoing, for any given Purchase Order for Filled Drug Product, REGENERON may, in its sole discretion, with at least [***] days advanced written notice, deliver the Products EXW(Incoterms 2010Filled Drug Product up to [***] days earlier than the Delivery Date set forth in such Purchase Order. Except as provided in this Section 5.5(a), REGENERON shall not Deliver Product prior to the Delivery Date specified in a Purchase Order unless agreed upon by both Parties. REGENERON’s obligation to supply on any Delivery Date shall be deemed satisfied if the Product is delivered within [***] calendar days thereof.
(b) at If, despite using Commercially Reasonable Efforts to Manufacture and supply, any circumstances occur that are reasonably likely to result in an inability of REGENERON to meet the Contractor’s premises Delivery Date or quantity of Product specified in a Purchase Order which has been issued in accordance with this LTA Section 5.4 (including a Force Majeure Event or pursuant to Section 5.5(c) below), REGENERON shall as promptly as possible after becoming aware of such circumstance provide written notice to KINIKSA thereof, in which REGENERON proposes to KINIKSA a new delivery date and/or quantity. For any such failure in the timely delivery of ordered quantities, (i) REGENERON shall continue to use Commercially Reasonable Efforts to Manufacture and with the quantities and other instructions supply such quantity of Product as close as possible to KINIKSA’s original Delivery Date specified in the applicable Purchase Orders Order and (ii) KINIKSA shall have the option to cancel the corresponding Purchase Order (or portion thereof as the case may be), or to accept REGENERON’s proposal of a new delivery date for shipping instructionssuch Purchase Order (or portion thereof as the case may be), refer which shall then be deemed to Art. 9be the new Delivery Date with regard to such Purchase Order (or portion thereof). All risks Nothing contained in this Section 5.5 limits KINIKSA’s rights under Section 8.15 of loss the License Agreement in the event of a Manufacturing Technology Transfer Event (as defined in the License Agreement).
(c) Notwithstanding the foregoing or damage any other provision, in the event that REGENERON is not able to the Products shall remain with the Contractor until delivery takes place Manufacture or Deliver Product in accordance with the LTABinding Forecast or any Purchase Order [***], REGENERON shall notify KINIKSA of such disruption to the supply thereof, stating the period of time that the disruption is expected to continue. The Contractor In such circumstances, the Parties will discuss in good faith a revised schedule of Manufacture and Delivery; provided that REGENERON shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premisesnot be held liable or responsible to KINIKSA nor be deemed to have defaulted under or breached this Agreement for such failure or any delay in Manufacturing or Delivery of such Product.
8.2 Delivery (d) Samples shall not exceed the number of days specified for be delivered with each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the ContractorBatch, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the ProductsQuality Agreement.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 1 contract
Samples: Commercial Supply Agreement (Kiniksa Pharmaceuticals, Ltd.)
Delivery. 8.1 The Contractor Goods shall deliver be delivered to [insert place of delivery or state “to the Products EXW(Incoterms 2010) at place outlined by each Purchase Order”] according to the Contractor’s premises delivery schedule in accordance with this LTA and with each Purchase Order. The cost of delivery is deemed included in the quantities and other instructions as Price specified in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from Price Schedule (Annex B). The Services as described in Article 2.3 shall be performed at the time place of issuance of a Purchase Order accepted delivery and completed by the Contractorsame delivery date, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival unless otherwise stated in Article 2.3 of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory conditionthis Agreement. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be Time is of the essence in the performance of this Agreement. If the LTA, and it shall use its best endeavors Supplier fails to abide by make available or provide any Goods or Services within the delivery dates schedule stated in the on any Purchase OrdersOrder, provided howevertogether with associated shipment documentation (including, that where the Contractor does not meet the delivery period(swithout limitation, bills of lading, airway bills and commercial invoices) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products as are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled this Agreement, or otherwise as are customarily utilized in the trade, IOM reserves the right to: Terminate the Purchase Order without liability by giving immediate notice, and to request charge the Contractor to pay Supplier any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be loss incurred as the a result of IDAthe Supplier's failure to make the delivery within the time specified; or Charge liquidated damages equal to 0.1% (one-tenth of one per cent) of the Price for every day of delay or breach of the delivery schedule by the Supplier. IOM shall have the right to deduct such amount from the Supplier’s obligations outstanding invoices, if any. Such liquidated damages shall only be applied when delay is caused solely by the default of the Supplier. Acceptance of goods delivered late shall not be deemed a waiver of IOM’s rights to its clients hold the Supplier liable for any loss and/or damage resulting therefrom, nor shall it act as a modification of the Supplier’s obligation to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to further goods in accordance with a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the or this Agreement. Performance Security (for Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.Orders over USD 300,000)
Appears in 1 contract
Samples: Long Term Agreement for the Supply and Delivery of Goods
Delivery. 8.1 (a) The Contractor Picture shall: (i) be an original sound motion picture, photographed in color using 35mm, with an aspect ratio of 2.35:1, in the English language; (ii) have a running time (including main and end titles) of approximately one hundred (100) minutes in length; (iii) be the version that was screened for and (iv) be directed by , written by , produced by , and starring .
(b) Licensor agrees that time is of the essence with respect to Delivery and that Delivery shall occur no later than [Month ] , 20 (the “Delivery Date”). The “Delivery” of the Picture shall mean (i) delivery of, at Distributor’s cost and expense (subject to the following sentence), or access to the Picture and all items listed on the Delivery Schedule attached hereto as Exhibit B (the “Delivery Schedule”) of a technical quality acceptable to Distributor (such acceptance not to be unreasonably withheld or delayed) that Distributor has ordered from Licensor (the “Delivery Materials”) to the address specified by Distributor or to an appropriate laboratory (provided that Distributor has received an executed laboratory access letter in the form attached to the Delivery Schedule). Prior to the delivery or creation of any Delivery Materials in connection with the Delivery of the Picture, Licensor shall provide the applicable price list to Distributor and Distributor shall pre-approve all such delivery costs and expenses to be paid by Distributor prior to Licensor effecting Delivery hereunder, which costs and expenses shall be recouped by Distributor as Distribution Expenses. If Distributor notifies Licensor of any Delivery deficiencies, then Licensor shall have ten (10) business days within which to cure all such delivery deficiencies. If Licensor fails to timely deliver the Products EXW(Incoterms 2010) at Picture or to cure any delivery deficiencies within the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing aforesaid cure period, until then Distributor may at its election (A) secure acceptable replacements for the Products are available for dispatch from the Contractor’s premises.
8.3 deficient Delivery Materials and charge such costs as Distribution Expenses or (B) terminate this Agreement upon written notice to Licensor, in which event any Advance paid to Licensor prior thereto shall only be completed upon the arrival repaid to Distributor in full. Unless Distributor elects to terminate this Agreement, under no circumstance shall Licensor be relieved of its obligation to make complete Delivery nor shall Distributor be deemed to have waived any Delivery requirements. Acceptance by Distributor of less than all of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification Delivery Materials and/or release of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled Picture by Distributor prior to reject and refuse acceptance delivery of all of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA Delivery Materials shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice relieve Licensor of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products Distributor pursuant to a Purchase Order per additional day the warranties and indemnification provisions of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase OrderAgreement.
Appears in 1 contract
Samples: Distribution Agreement
Delivery. 8.1 The Contractor shall deliver the Products EXW(Incoterms 2010) at the Contractor’s premises 1. Delivery deadlines and periods are agreed upon by Xxxxxx and Buyer order by order in accordance with this LTA and with the quantities and other instructions as specified writing. Unless expressly stated otherwise in the Purchase Orders (order confirmation or commercial contract, any dates for shipping instructions, refer to Art. 9). All risks delivery of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from estimates If the Contractor’s premisesdate of delivery is the weekend day or holiday, the date of delivery shall be postponed to the next working day after the lapse of the period.
8.3 Delivery 2. In the event of a delivery delay due to the reasons beyond reasonable control of Seller, including but not limited to any acts of customhouse, failure of cargo vessel or suspended docking in the port of departure on the part of shipping company, Seller shall only notify Buyer by sending a Written Delay Notice without undue delay after Seller becomes aware of such a delay, and the delivery deadline shall be completed upon extended on a day-for-day basis to accommodate such delay.
3. Buyer’s wrongful non-acceptance or rejection of Products or cancellation or repudiation of a confirmed order/commercial contract or Buyer’s delay in taking delivery shall entitle Seller to recover from Buyer, in addition to any other damages caused by such action: (i) in the arrival case of Products which cannot be resold by Seller to a third party, the price of such Products; or (ii) in the case of Products which can be resold by Seller, damages equal to the differences between the sales price to a third party and the price agreed by Seller and Buyer; and (iii) any reasonable costs incurred due to Buyer’s wrongful non-acceptance or delay in taking delivery, including but not limited to the storage costs, demurrage fee, container fees, transportation costs, liquidated damages, etc.
4. The Seller is entitled to expedite the delivery of the Products at if any shipment, lot or batch is delayed. Both the final destination in accordance with instructions on a Purchase Order, Seller and verification by IDA’s personnel or representatives or consignee (if applicable) the Buyer admit that the Products are in a satisfactory condition. Inspection and verification main purpose of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel Contract or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor PO is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the sufficient commodities to the Buyer. From the principle of “No harm, No remedy”, it will be considered not delayed if the Products can be able to expedite before or on the time when the Products is planned to arrive at the place of destination or it will be considered to be slightly and trivially delayed if the Products delayed will cause no harm to avoid stock outsthe Buyer.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order5. The payment or deduction volume (pieces) of such liquidated damages different power bins shall not relieve be subject to the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Orderactual shipment(s) and the price shall be adjusted accordingly. Buyer shall pay the total value indicated on the Invoice issued by Seller.
Appears in 1 contract
Samples: Limited Warranty
Delivery. 8.1 The Contractor A. Seller shall deliver use all reasonable efforts to bunker the Products EXW(Incoterms 2010) vessels of the buyer as promptly as possible, but shall bear no liability for any demurrage, detention or any other damage due to any delay beyond his control, including but not limited to delay caused by weather (whether usual or unusual), congestion at the Contractor’s premises terminal or prior commitments of available barges or existing facilities, howsoever caused.
B. If buyer cancels his order or fails to take delivery, in accordance with this LTA and with whole or in part, of the quantities and other instructions as specified quantity to be delivered pursuant to the contract, buyer shall pay in full the contract price for the quantity set out in the Purchase Orders (for shipping instructionsrelevant contract and buyer shall indemnify seller and hold seller harmless against any and all losses suffered and liabilities incurred as a result of buyer’s failure, refer including, as the case may be, but not limited to Art. 9). All risks of loss or damage barge costs, storage, demurrage, pump-back fees, lost profit and hedging costs.
X. Xxxxx shall without charge immediately furnish clear and safe berth alongside vessel's receiving lines and shall render all other necessary assistance to the Products shall remain with the Contractor until barge effecting delivery takes place in accordance with the LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premiseson 24 hours per day basis.
8.2 Delivery X. Xxxxx shall not exceed be responsible to ensure that the number delivery hose is properly connected to the vessel’s manifold prior to the commencement of days specified for each item in delivery and shall make all connections and disconnections between the respective Purchase Order delivery hose and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractorvessel's intake pipe, including the manufacturing periodsupplying any necessary adapter or other equipment, until the Products are available for dispatch from the Contractor’s premisesor furnish steam, if necessary, and provide sufficient tankage equipment to receive promptly all deliveries.
8.3 Delivery X. Xxxxxx shall only in no event be completed upon liable for any damage, demurrage, detention or delays resulting from causes beyond his control or avoidable by due care on the arrival part of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel buyer or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products his vessel.
F. The delivery shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee during normal working hours unless required and available at other times (if applicableholidays, Saturdays and Sundays) and permitted by port regulations, in which event buyer shall reimburse seller for any and all additional expenses incurred in connection therewith, including overtime.
G. All deliveries shall be entitled deemed complete and risk of loss shall pass to reject and refuse acceptance of buyer when the Products not conforming to this LTA and marine fuel has passed the related Purchase Orderflange connecting the delivery facilities provided by seller. Payment Thereafter, seller shall in no event be responsible nor liable for any non- conforming Products pursuant loss or damage. Title to this LTA the marine fuel shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors pass to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or buyer upon full payment for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products marine fuels delivered, pursuant to the terms of clause 7. Until such full payment has been made, seller shall have a Purchase Order per additional day of delay, up to a maximum of 10% of lien over the vessel and her bunkers for the value of the Purchase Order. The payment marine fuels delivered.
X. Xxxxx shall indemnify seller against any and all damages and liabilities arising out of or deduction of such liquidated damages shall not relieve the Contractor resulting from any act(s) or omission(s) of its buyer, his servants, agents, vessel's officers or vessel's crew in connection with marine fuel delivery. Indemnification shall include all costs, reasonable attorney's fees and other obligations damages, including, but not limited to, the cost of compelling buyer to comply with these terms and conditions.
I. If buyer, his agents, servants, vessel's officers or liabilities pursuant vessel's crew cause any delay to this LTA or a Purchase Orderseller's facilities in effectuating deliveries of fuel oils, buyer shall pay demurrage to seller at seller's established rates and reimburse seller for any and all other expenses in connection therewith.
Appears in 1 contract
Samples: General Terms and Conditions of Sale
Delivery. 8.1 The Contractor shall deliver the Products EXW(Incoterms 2010) at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks 7.1 Risk of loss or damage to Equipment contained in each shipment shall pass to Buyer upon delivery thereof to a carrier at Seller's manufacturing plant. With respect to Equipment ordered on an EF&I basis, Seller shall at its expense, remedy any damage to such Equipment when such damage is caused by the Products negligence or willful misconduct of Seller's personnel during installation and SLAT. Title to Equipment supplied hereunder, excluding Software, shall remain with vest in Buyer upon full payment thereof by Buyer.
7.2 The normal delivery intervals applicable to Equipment furnished hereunder shall be those intervals shown in Exhibit B however, Seller's only obligation shall be to meet delivery dates set forth in an accepted Release Order. If Seller, prior to acceptance of a Release Order, advises Buyer that it cannot meet a delivery date requested in the Contractor until delivery takes place in accordance with Release Order, both parties will negotiate a revised date prior to Seller's acceptance of the LTARelease Order. The Contractor installation and SLAT intervals applicable to each EF&I Release Order shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premisesbe quoted by Seller and agreed to by Buyer prior to issuance of such Release Order.
8.2 Delivery shall not exceed 7.3 In the number event of days specified for each item a delay in delivery of Equipment, which is the respective Purchase subject of an accepted Release Order, beyond the date agreed upon in such CONTRACT NO. IFN9301C Release Order and such delay is not excused under the Contractor acknowledges that lead time is calculated from the time provisions of issuance of a Purchase Order accepted by the ContractorSection 13 hereof, including the manufacturing periodthen upon Buyer's request, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival shipment of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products delayed Equipment when ready to ship shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) specifying priority transportation, and, in such circumstances, the amount by which the cost of such priority transportation exceeds the cost of transportation that would have been payable by Buyer pursuant to Section 5.5 shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Productsborne by Seller.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame.
8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the value of the Products pursuant to a Purchase Order per additional day of delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other obligations or liabilities pursuant to this LTA or a Purchase Order.
Appears in 1 contract
Samples: Supply Agreement (Itc Deltacom Inc)
