Common use of Delivery Clause in Contracts

Delivery. 4.1 Unless agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise The Supplier shall deliver the Supplies in writing by accordance with the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®instructions and date(s) at the place specified in the Order Confirmation. 4.2 Any dates quoted Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence for delivery of the Goods or performance of Services are approximate onlySupplies. The Supplier shall, and time shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of delivery their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is not any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the essenceCompany’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 In Unless otherwise agreed by the event of delay Company in deliverywriting, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer all Goods shall be entitled delivered to cancel the OrderPremises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. Seller’s liability for such non-The Company shall not be obliged to carry out any work to enable delivery will be limited of Supplies to (a) refunding any sums which Buyer has paid for take place. The Supplier shall offload Goods at its own risk, as directed by the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant GoodsCompany. 4.4 Seller The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any delay damage found on such inspection. If the Company in delivery its reasonable opinion considers any of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (“Delivery Information”as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time deliveryUnless otherwise specified, the Goods will Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have been delivered accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the due date Company on the delivery of such Goods and Seller may charge Buyer for their subsequent storage or handling. The Supplier shall notify the Company in writing of all related costs requirements and expenses (including for demurrage claimsrestrictions imposed by governmental and other authorities or persons relating to the possession, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any use or onward supply of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the ContractGoods. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed Except as may otherwise be specified in writing by Buyer, delivery of all items provided in this Purchase Order shall be made F.O.B shipping point (i.e., Seller's designated shipping facility). Seller acknowledges that Buyer's production and marketing schedules are based in part upon the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®delivery/completion date(s) at the place specified in the this Purchase Order. TIME AND PLACE OF DELIVERY ARE, THEREFORE, OF THE ESSENCE with respect to Seller's performance under this Purchase Order. Any provision in this Purchase Order Confirmation. 4.2 Any dates quoted or subsequent agreement by Buyer for delivery installment deliveries of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay items specified in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller this Purchase Order shall not be liable construed as a waiver of this requirement or as severing Seller's obligations for full, on-time, delivery of all items specified in this Purchase Order. If Seller determines that it either can not or may not complete delivery at the specified time and place, Seller shall promptly notify Buyer and indicate the earliest possible date that it is confident that it can complete delivery. Notwithstanding such notice, 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 this Purchase Order, to cancel this Purchase Order, to receive a refund of any amounts paid to Seller pursuant to this Purchase Order for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable items returned to Seller, and to purchase substitute items or services elsewhere and charge Seller with any loss or additional costs incurred in connection with such Packages purchases. If in order to comply with Xxxxx's required delivery date it becomes necessary for Seller to ship the items by a more expensive mode of transportation than specified in this Purchase Order, any increased transportation cost resulting therefrom shall be returned in accordance with paid for by Seller unless the necessity for such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have rerouting or expedited handling has been made caused by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsBuyer.

Delivery. 4.1 Unless otherwise agreed otherwise to by Seller, all shipments are made Ex Works (INCOTERMS 2010) Seller’s factory. Delivery to a common carrier or licensed trucker shall constitute tender of delivery to Buyer, title shall pass at that point and all risk of loss or damage in transit shall be borne by Buyer; provided, however for international sales from the United States, title and risk of loss to the Goods will pass to Buyer when the Goods enter international waters or airspace or cross international borders. In no event shall Seller be held liable for any damages or expenses caused by delays in delivery. The parties recognize that delivery dates are approximate. Method and route of shipment are at Seller’s discretion, unless Xxxxx supplies explicit instructions that are accepted by Seller in writing by in accordance with these Terms and Conditions. If Seller is prepared to make shipment, and Buyer delays delivery, terms of payment shall apply as though delivery had been affected as of the partiesdate that Seller was prepared to make shipment. All costs associated with handling, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery care and custody of the Goods or shall be to the account of Xxxxx. The acceptance of the Goods by Buyer shall constitute a waiver of all claims for delay. Xxxxx and Seller agree that “TIME IS NOT OF THE ESSENCE” in Seller’s performance of Services are approximate only, and time of delivery is not this order. Seller reserves the right to ship the Goods up to five (5) days in advance of the essence. 4.3 In specified delivery dates without affecting the event terms of delay in deliverypayment, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding price or any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price other of the relevant Goods. 4.4 terms of the order. Seller shall not be liable for any delay in delivery or failure to manufacture due to causes beyond its or its subcontractors’ reasonable control, including, but not limited to, delays or failures due in whole or in part to, acts of God, acts of Buyer, acts of civil or military authority, priorities, fire, strike, floods, acts of terrorism, insurrection, epidemics, quarantine, war, riot, transportation delays, acts of a public enemy, inability to obtain necessary labor, materials or manufacturing facilities, or other causes similar to those enumerated. In the event of any such delay or failure, the date of delivery shall be extended for a period equal to the time lost by reason of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”)delay. 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing 3.1 The Goods will be delivered by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place date specified in the Order Confirmation. 4.2 Any dates quoted for Agreement, or if no date is specified, within a reasonable time after receipt of Buyer’s purchase order, subject to the availability of finished Goods. The delivery and/or shipping schedule is the best estimate possible based on conditions existing at the time of the Goods Seller's Sales Confirmation or performance Seller's quotation and receipt of Services are approximate onlyall specifications, as applicable, and time in the case of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited standard items, any such date is subject to (a) refunding any sums which Buyer has paid Seller's receipt of complete information necessary for the undelivered Goods design and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 manufacture. Seller shall not be liable for any delay delays, loss or damage in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 transit or for any delay that is caused by: (i) a Force Majeure Event other direct, indirect, or (ii) Buyer’s failure consequential damages due to provide delays, including without limitation, loss of use. 3.2 Seller with adequate instructionsmay, informationin its sole discretion, licences without liability or authorisations penalty, deliver partial shipments of Goods to enable Buyer as they become available, in advance of the quoted delivery date. If the Goods or Services are to be supplied on time (“Delivery Information”)delivered in installments, then insofar as each shipment is subject to the same Agreement, the Agreement will be treated as a single contract and not severable. 4.5 If 3.3 Seller shall make the Goods available to Buyer refuses at Seller’s factory or fails to designated shipment point (each, “Seller’s Shipment Point”) using Seller’s standard methods for packaging and shipping such Goods. Buyer shall take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, within five (5) days of Seller’s written notice that the Goods will have been delivered to the Seller’s Shipment Point. 3.4 If for any reason, Buyer fails to accept delivery of any of the Goods on the date fixed pursuant to Seller’s notice that the Goods have been delivered at the Seller’s Shipment Point, or if Seller is unable to deliver the Goods at the Seller’s Shipment Point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorisations: (a) title and risk of loss to the Goods shall pass to Buyer; (b) the Goods shall be deemed to have been delivered by delivered; and (c) Seller, at its option, may store the due date and Seller may charge Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including for demurrage claimsincluding, wasted transportwithout limitation, freight, restocking, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing by 6.1 The Goods shall be delivered to, and the partiesServices shall be performed at, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified Delivery Address on the date or within the period stated in the Order ConfirmationOrder, in either case during the CRE’s normal business hours. 4.2 Any dates quoted for 6.2 Where the date of delivery of the Goods or of performance of the Services are approximate onlyis to be specified after the placing of Order, and the Seller shall give the Company reasonable notice of the specified date. 6.3 The time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price performance of the relevant Goods. 4.4 Services is of the essence of the Contract, provided that the Seller shall not be liable for damages resulting from delays caused by circumstances outside its control, subject to the Seller having notified CRE promptly (and in any event no later than 48 hours) after becoming aware of such circumstances. In such cases where it is apparent that the delay may be prolonged, CRE shall have the option to terminate the Contract forthwith upon written notice without liability. 6.4 A delivery note quoting the number of the Order must accompany each delivery or consignment of the Goods and must be displayed prominently. 6.5 If the Goods are to be delivered, or the Services are to be performed, by instalments, the Contract will be treated as a single contract and not severable. 6.6 CRE shall be entitled to reject any Goods delivered which are not in accordance with the Contract, and shall not be deemed to have accepted any Goods until CRE has had a reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparent. 6.7 The Seller shall supply the CRE in good time with any instructions or other information required to enable the CRE to accept delivery of the Goods and performance of the Services. 6.8 Unless otherwise agreed in writing, CRE shall not be obliged to return to the Seller any packaging or Services where Buyer failed packing materials for the Goods, whether or not any Goods are accepted by CRE. 6.9 Goods delivered in error or in excess of the quantity required may at CRE’s option be returned to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyerthe Seller, at the Seller’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable expense. 6.10 If the Goods are not delivered or the Services to be supplied are not performed on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and then, without prejudice to any other remedy, CRE shall be entitled to deduct from the Price or (if CRE has paid the Price) to claim from the Seller may charge Buyer by way of liquidated damage for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any delay 2 per cent of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer Price for any shortfall below the Price every week’s delay, up to a maximum of the Goods under the Contract10 per cent. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery Time is of the Goods or performance essence of Services are approximate only, and time of delivery is not of this Order. If Seller delivers the essence. 4.3 In the event of delay in deliverygoods later than scheduled, Buyer shall give written notice to Seller requiring may assess the delivery to be made within 14 days. Subject to Condition 4.4following amounts as liquidated damages for the delay period; provided however, if Seller fails is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to fulfil Buyer an amount equal to […***…] (“LD Cap”). For the avoidance of doubt, in determining any liquidated damages delay period, good deliveries pursuant to this Order shall be applied sequentially to the scheduled delivery dates on a first-in, first-out basis, with each good delivered allocated first to the earliest open scheduled good delivery date. The parties agree that the above amounts, are for damages resulting from the delay period only; are a reasonable pre estimate of such damages Buyer will suffer as a result of delay based on circumstances existing at the time this Order was issued; and are to be assessed as liquidated damages and not as a penalty. In addition to the Liquidated Damages set forth above. Seller agrees to pay the costs actually incurred by the Buyer in transportation over and above normal transportation costs, up to a maximum […***…], during the period of time starting […***…] after the delivery within 14 daysdate. Except as otherwise set forth in the Supply Agreement, Buyer Buyer’s sole remedy for damages for late delivery during the delay period shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer has paid may avail itself of any other remedies for breach that exist in this Order (including termination for Seller’s breach of its delivery obligations) Notwithstanding anything herein to the undelivered Goods contrary, and (b) without limiting Buyer’s other rights herein, no liquidated damages shall apply to late delivery during calendar year […***…]. All delivery designations are INCOTERMS 2010. Unless otherwise stated on the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement face of this Order, all goods of similar description and quality in provided under this Order shall be […***…]. Notwithstanding the cheapest market availableforegoing Incoterm, less the Price of the relevant Goods. 4.4 Seller shall not be liable responsible for any delay in delivery of clearing the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or goods for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”)export. 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery 8.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Supplier’s premises at any time after the Supplier has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Supplier, by the Supplier delivering the Goods to that place. 8.2 Any delivery dates or performance of Services times given are approximate onlyonly and are not of any contractual consequence and the Supplier shall not be under any liability to the Buyer in respect of any failure to deliver on any particular date or dates, and nor shall time of delivery is not be of the essenceessence of any Contract. The Goods may be delivered by the Supplier in advance of the quoted delivery date on giving reasonable notice to the Buyer. 4.3 In 8.3 Where the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery Goods are to be made within 14 days. Subject delivered in instalments, each delivery shall constitute a separate contract and failure by the Supplier to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding deliver any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price one or more of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice instalments in accordance with Condition 4.3 the Terms or for any delay that is caused by: (i) claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”)whole as repudiated. 4.5 8.4 If the Buyer refuses or fails to take delivery of the Goods when they are ready or fails to give the Supplier adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Supplier’s fault) then, without limiting any other right or remedy available to provide any Delivery Information to enable on time deliverythe Supplier, the Supplier may:- (i) store the Goods will be deemed to have been delivered by until actual delivery and charge the due date and Seller may charge Buyer for all related the reasonable costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also ) of storage; or (ii) sell any of the Goods at the best price reasonably readily obtainable in and (after deducting all reasonable storage and selling expenses) account to the circumstances and Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the Price of the Goods price under the Contract. 4.6 If Seller's 8.5 Save where and to the extent that a prohibition against exclusion or restriction of obligations or liability applies, the Suppler shall not be liable for loss, whole or partial (and whether or not due to the negligence of the Supplier, its servants or agents), mis-delivery or shortage, patent defect or damage to Goods supplied, unless the Supplier is informed thereof by the Buyer’s or consignees’ signing and annotating the carrier’s or consignor’s delivery note or package labelling states to that effect and the Packages Buyer subsequently reporting the same to the Supplier immediately by telephone, and further confirming such reports in which writing to the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsSupplier within 3 days of receipt of the Goods.

Delivery. 4.1 4.1. Unless otherwise agreed otherwise in writing by the partiesEaton, all Goods are delivered FCA delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT (“Free carrier” as defined in INCOTERMS 2020®Incoterms 2010) at the place specified Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in the Order Confirmationwriting. 4.2 Any 4.2. As notified to the Buyer any dates quoted for delivery of the Goods or performance of Services Supplies are approximate only, only and time of delivery is may not be made of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 daysessence by notice. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller Eaton shall not be liable for any delay in delivery of the Goods Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. Xxxxx'x liability shall be limited to making up the delivery or Services where Buyer failed allowing credit as above. 4.5. Where the Supplies are to provide written notice be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with Condition 4.3 or these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any delay that reason (other than the Buyer's fault) and Eaton is caused by: accordingly liable to the Buyer, Xxxxx'x liability shall be limited to the excess (iif any) a Force Majeure Event or of the cost to the Buyer (iiin the cheapest available market) Buyer’s failure of similar goods to provide Seller with adequate instructions, information, licences or authorisations to enable replace those not delivered over the Goods or Services to be supplied on time (“Delivery Information”)price of the Supplies. 4.5 4.7. If the Buyer refuses or fails to take delivery of the Goods when they are ready Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of Xxxxx'x fault) then, without prejudice to provide any Delivery Information other right or remedy available to enable Eaton, Eaton may:- 4.7.1. require payment on time deliveryany reasonable basis, including but not limited to the Goods will be deemed to have been delivered by selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the due date Supplies until actual delivery at the sole cost and Seller may risk of the Buyer and charge the Buyer for all related the reasonable costs and expenses (including for demurrage claims, wasted transport, storage handling and insurance)) of storage; or 4.7.3. Following written notice to Buyer, Seller may also sell any of the Goods Supplies at the best price reasonably readily obtainable in and (after deducting all reasonable storage and selling expenses) account to the circumstances and Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the Price price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Goods under Supplies contemplated in clause 4.7 on the ContractBuyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable 4.9. The Buyer shall not refuse to Sellerreceive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value transport and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsimport purposes.

Delivery. 4.1 Unless agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s sole liability and Buyer’s exclusive remedy for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) reimbursing Buyer for the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in at the cheapest lowest available market availableprice, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to BuyerXxxxx, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless otherwise agreed otherwise in writing by the partiesCompany, all delivery of the Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmationshall be Incoterms EXW. 4.2 The Buyer shall take delivery of the Goods within seven (7 days) of the Company giving it notice that the Goods are ready for delivery. 4.3 If, in accordance with clause 4.2, delivery of the Goods is Incoterm EXW or if, in accordance with the relevant Acknowledgement, delivery of the Goods is Incoterm FCA, and the Buyer does not collect the Goods within seven (7) days of the Delivery Date, Company shall be entitled to store the Goods at the Buyer’s risk and expense. 4.4 Any dates quoted specified by the Company for delivery of the Goods or performance of Services are approximate only, intended to be an estimate and time of for delivery is shall not be made of the essenceessence by notice. If no dates are so specified, delivery shall be within a reasonable time. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. 4.5 Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel other provisions of these conditions the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by negligence of the Company), nor shall any delay entitle the Buyer to terminate or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or rescind the Agreement. 4.6 If for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable reason the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take accept delivery of any of the Goods when they are ready for delivery delivery, or the Company is unable to provide any Delivery Information to enable deliver the Goods on time deliverybecause the Buyer has not provided appropriate instructions, documents, licences or authorisations: 4.6.1 risk in the Goods will shall pass to the Buyer (including for loss or damage caused by the Company’s negligence); 4.6.2 the Goods shall be deemed to have been delivered by delivered; and 4.6.3 the due date and Seller Company may charge store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including for demurrage claimsincluding, wasted transportwithout limitation, storage and insurance). Following written notice to Buyer, Seller . 4.7 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for loading the Goods. 4.8 The Company may also sell any of deliver the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages by separate instalments. Each separate instalment shall be returned invoiced and paid for in accordance with such instructions. If such Packages are not so returned they will the provisions of the Agreement. 4.9 Each instalment shall be chargeable at replacement value a separate Agreement and no credit will be due on Packages for which a charge have been made by Seller. "Packages" cancellation or termination of any one Agreement relating to an instalment shall include bulk tankers, minibulks, flexis, crates, boxes entitle the Buyer to repudiate or cancel any other containers and palletsAgreement or instalment.

Delivery. 4.1 7.1 Unless agreed otherwise expressly specified in writing by the partieswritten acknowledgement of order, all delivery of the Goods are delivered FCA (“Free carrier” will be made ex-works as defined in INCOTERMS 2020®) 2000. The Services will be performed at the place specified in the Order ConfirmationService Point. 4.2 Any dates quoted for delivery 7.2 Delivery of the Goods or performance of the Services are approximate onlywill be made during Supplier’s usual business hours. 7.3 Supplier will use reasonable endeavours to deliver and perform each of the Buyer’s orders for the Goods and Services within the time agreed when the Buyer places an order and Supplier provides the acknowledgement of order and, and if no time is agreed, then within a reasonable time, but the time of delivery is and performance will not be of the essence. 4.3 In . If, despite those endeavours, Supplier is unable for any reason to fulfil any delivery or performance on the event specified date, Supplier will be deemed not to be in breach of this Contract, nor (for the avoidance of doubt) will Supplier have any liability to the Buyer for direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused (including as a result of negligence) by any delay or failure in delivery or performance except as set out in this condition. Any delay in delivery, delivery or performance will not entitle the Buyer shall give to cancel the Contract unless and until the Buyer has given one hundred and twenty days’ written notice (or such longer period specified in the written acknowledgement of Contract) to Seller Supplier requiring the delivery or performance to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil and Supplier has not fulfilled the delivery or performance within 14 days, that period. If the Buyer shall be entitled cancels the Contract in accordance with this clause 7.3 then: 7.3.1 Supplier will refund to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding Buyer any sums which the Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer to Supplier in obtaining replacement goods respect of similar description and quality in the cheapest market available, less the Price that Contract or part of the relevant Contract which has been cancelled and has not been delivered or is not ready for delivery; and 7.3.2 the Buyer will be under no liability to make any further payments under clause 5.1 in respect of that Contract or part of the Contract which has been cancelled. 7.4 The Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labour for loading the Goods. 4.4 Seller shall not be liable for any delay in delivery of 7.5 If the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of any of the Goods when they are ready for delivery or to provide any Delivery Information instructions, documents, licences or authorisations required to enable the Goods to be delivered or Services to be performed on time delivery(except solely on account of Supplier’s default), the Goods or Services will be deemed to have been delivered by or performed on the due date and Seller may (without prejudice to its other rights) Supplier may: 7.5.1 store or arrange for storage of the Goods until actual delivery or sale in accordance with clause 7.5.2 and charge the Buyer for all related costs and expenses (including for demurrage claimsincluding, wasted transportwithout limitation, storage and insurance). Following ; and/or 7.5.2 following written notice to the Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the Price of price under the Goods Contract or account to the Buyer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related to the sale. 4.6 If Seller's delivery note 7.6 The Buyer shall provide or package labelling states that procure the Packages in which provision to Supplier of all facilities and such other assistance and services as may be necessary to the Goods are delivered are returnable extent and quality necessary to Seller, such Packages shall be returned in accordance with such instructionsenable Supplier to fulfil its obligations under the Contract. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" This assistance shall include bulk tankers(but not be limited to) the timely provision of and access to information, minibulksdata, flexisaccommodation, cratescomputing resources, boxes or other containers appropriate Buyer employees and palletsa safe working environment.

Delivery. 4.1 Unless agreed otherwise in writing (a) Subject to this Section 2.07, Supplier shall Deliver the Product by the partiesSpecified Delivery Date in accordance with each Purchase Order and shall bear all costs and expenses related to such Delivery. Unless otherwise agreed, all Goods are delivered FCA Deliveries of Product shall be made by forwarders used by Historical Supplier within the twelve (“Free carrier” as defined 12) months immediately preceding the Effective Date, provided that Purchaser or Supplier may request the replacement of a forwarder (e.g., for reasonable quality reasons) in INCOTERMS 2020®) which case the Parties shall discuss and agree in good faith on a solution acceptable for both Parties. All transport packaging and preparation for Delivery will be done in accordance with the standards used at the place specified Facility immediately prior to the Effective Date, the Compliance Requirements and applicable good storage and good distribution practices, including the use of data loggers, packaging dimensions and transport protection. Any change thereof shall be deemed a change to be handled and reimbursed in the Order Confirmationaccordance with Section 2.02(c). 4.2 Any dates quoted (b) If Supplier or Purchaser becomes aware of any unexpected problem that may require the Specified Delivery Date to be rescheduled, it shall promptly inform the other Party and submit a commercially reasonable proposal for a new delivery date. Supplier and Purchaser shall cooperate to agree upon such new delivery date in good faith. If Supplier is unable to fulfill the applicable Purchase Order within three (3) months after the Specified Delivery Date or another mutually agreed delivery date, as applicable, Purchaser may, in its sole discretion, without incurring any cost, expense, or penalty, cancel such Purchase Order. (c) All Product Delivered under this Agreement by Supplier shall be shipped on the basis of the Shipping Terms and Delivery of Product shall be completed upon delivery of the Goods Product in accordance with the Shipping Terms. (d) Supplier shall have no liability for any failure or performance delay in Delivering an Order to the extent that the failure or delay is caused by Purchaser’s failure to deliver Granules in accordance with Section 2.05(g). (e) Each delivery of Services are approximate onlyan Order shall be accompanied by a delivery note from Supplier showing the Order number, and time of delivery is not the date of the essenceOrder and the quantity of Product (in grams) included in the Order. 4.3 In (f) If, in respect of an Order, Supplier Delivers up to and including 10 percent (10%) more or less than the event quantity of delay the Product set forth in delivery, Buyer that Order: (i) Purchaser shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall not be entitled to cancel reject the Order. Seller’s liability for such non-delivery will , but a pro rata adjustment shall be limited made to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price amount of the relevant Goods.Order invoice; and 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will shall be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any be a complete fulfillment of the Goods at the best price reasonably obtainable in the circumstances Order, and charge Buyer for any shortfall below the Price no amount of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages Product shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsconsidered outstanding from the Order.

Delivery. 4.1 Unless agreed otherwise All Products shall be packed for ground transportation. Buyer shall provide Seller with detailed shipping instructions prior to shipment. Buyer shall be responsible for any increased costs or delays in writing by delivery resulting from Xxxxx’s failure to supply such instructions in a timely manner. All specified delivery dates reflect Seller’s best estimates, and Seller reserves the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at right to modify the place specified delivery dates. In the event Buyer requests a change in the Order Confirmation. 4.2 Any dates quoted for scheduled delivery date within three (3) business days of the Goods or performance scheduled shipping date and Seller agrees to such change, a fee of Services are approximate only, $500 shall apply. Title and time risk of loss shall pass to Buyer at point of delivery if Product is delivered by Seller’s truck. If delivery is not of the essence. 4.3 by Seller’s truck, sales are Ex Works Seller’s location. In the event Buyer requests that Seller hold or store Products beyond their delivery date, or in the event Seller is unable to take or otherwise refuses delivery of delay any Products, Seller may store the Products at Buyer’s sole risk and expense and charge Buyer for shipping and storage and any other cost or expense incident to Buyer’s request or refusal. Seller may also demand immediate payment of such items as well as the Products themselves. In instances of bulk carload, tank truck, and tank car shipments, Seller’s weights shall govern. Products shall be packed for shipment in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 daysSeller’s standard packing. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled responsible for promptly inspecting all Products to cancel the Order. Seller’s liability for such non-delivery will be limited to ensure that there are no “Deficiencies,” specifically that: (a) refunding any sums which Buyer has paid for the undelivered Goods Products were delivered without damage; and (b) the reasonable correct amounts, concentration levels, and proper costs and expenses incurred by Buyer in obtaining replacement goods types of similar description and quality in the cheapest market availableProducts were delivered. BUYER SHALL NOTIFY SELLER, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: IN WRITING, OF ANY DEFICIENCIES WITHIN FIVE (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”5). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless otherwise agreed otherwise in writing by the partiesSeller, all delivery of Goods shall take place at Seller’s place of business. Services shall be provided at such venue(s) specified in Seller’s quotation. Buyer shall take delivery of Goods within 10 days of Seller giving it notice that Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 ready for delivery. Any dates quoted specified by Seller for delivery of the Goods or performance of Services are approximate only, intended to be an estimate and time of for delivery is shall not be made of the essence. 4.3 In the event of delay in essence by notice. If no dates are so specified, delivery, Buyer /performance shall give written notice to Seller requiring the delivery to be made within 14 daysa reasonable time. Subject to Condition 4.4the other provisions hereof, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in delivery of the Goods or Services where (even if caused by Seller’s negligence), nor shall any delay entitle Buyer failed to provide written notice in accordance with Condition 4.3 terminate or rescind the Contract unless such delay exceeds 180 days. If for any delay that reason Buyer fails to accept delivery of Goods when ready, or Seller is caused byunable to deliver Goods on time because Buyer has not provided appropriate instructions, documents, licences or authorisations: (i) a Force Majeure Event or risk in Goods shall pass to Buyer; (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will shall be deemed to have been delivered by the due date delivered; and (iii) Seller may charge store Goods until delivery, whereupon Buyer shall be liable for all related costs costs. The quantity of any consignment of Goods as recorded by Seller on despatch from Seller’s place of business shall be conclusive evidence of the quantity received by Buyer on delivery, unless Buyer can provide conclusive evidence proving the contrary. Buyer shall provide Seller in a timely manner and expenses (including for demurrage claimsat no charge access to its facilities as required by Seller to perform Services, wasted transport, storage informing Seller of all health/safety rules and insurance)security requirements. Following written notice Buyer also shall obtain and maintain all licenses/consents and comply with all legislation in relation to the Services. If Seller’s performance of the Services is prevented/delayed by any act/omission of Buyer, Buyer shall pay Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made all costs incurred by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless 8.1 Except as otherwise agreed otherwise by both parties in writing by the parties, all Goods are delivered FCA EXW (“Free carrier” ex works) Seller’s manufacturing plant stated in the relevant purchase order. EXW (ex works) is as defined in INCOTERMS 2020®2010. The Buyer will provide at its expense adequate and appropriate equipment and manual labour for loading or off-loading (as appropriate) at the place specified in the Order ConfirmationGoods. 4.2 Any 8.2 All delivery dates quoted and times are estimates and not legally binding on the Seller, which will use its reasonable endeavours to make available for collection or deliver (as appropriate) on time. If no delivery of the Goods or performance of Services dates and/or times are approximate onlyspecified, and time delivery will be within a reasonable time. Time of delivery is will not be of the essence. 4.3 In 8.3 The Seller will be deemed not to be in breach of the event Contract, and (for the avoidance of doubt) will not be liable, in contract, tort or otherwise howsoever and whatever the cause thereof, to the Buyer for any direct, indirect or consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, loss of contracts, loss of anticipated savings, depletion of goodwill and similar), costs, damages, charges or expenses caused directly or indirectly by any delay or failure in the delivery of the Goods (even if caused by the Seller’s negligence) except as set out in this Condition 8. 8.4 Any additional costs incurred by the Seller for express deliveries undertaken at the request of the Buyer are for the account of the Buyer and will be added to the Prices and invoiced in accordance with Condition 14.2. 8.5 Any delay in delivery, delivery will not entitle the Buyer shall give to cancel the purchase order unless and until the Buyer has given 14 days’ written notice to the Seller requiring the delivery to be made and the Seller has not fulfilled the delivery within that period. If the Buyer cancels the purchase order in accordance with this Condition 8.5 then: 8.5.1 the Seller will refund the Buyer any sums which the Buyer has paid to the Seller in respect of that purchase order or part of the purchase order which has been cancelled; and 8.5.2 the Buyer will be under no liability to make any payments under Condition 14 days. in respect of that purchase order or part of the purchase order which has beencancelled. 8.6 Subject to Condition 4.412, if Seller fails to fulfil in the event of non-delivery within 14 days, of the Goods following the service of a written notice by the Buyer shall be entitled to cancel under Condition 8.5 the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 . The Seller shall not be liable will have no liability for any delay in delivery of failure to deliver to the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay extent that such failure is caused by: (i) a Force Majeure Event or (ii) by the Buyer’s failure to provide the Seller with adequate instructionsdelivery instructions or any other instructions that are relevant to the supply of the Goods. If the Buyer fails to provide written notice of non- delivery in accordance with Condition 8.5, information, licences or authorisations the Seller shall have no liability whatsoever to enable the Goods or Services to be supplied on time (“Delivery Information”)Buyer for suchnon-delivery. 4.5 8.7 If the Buyer refuses or fails to take delivery of any of the Goods when they are ready or tendered for delivery (as appropriate) or to provide any Delivery Information instructions, documents, licences or authorisations required to enable the Goods to be delivered on time delivery(except solely on account of the Seller’s default), the Goods will be deemed to have been delivered on or by the due date and (without prejudice to its other rights) the Seller may may: 8.7.1 store or arrange for storage of the Goods until actual delivery or sale in accordance with Condition 8.7.3 and charge the Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following ; and/or 8.7.2 recover from the Buyer all wasted transport costs resulting from the Buyer’s refusal or failure to take delivery of the Goods when tendered for delivery; and/or 8.7.3 following written notice to the Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the Price of the Goods under the Contract, having taken into account any charges related to the sale and any charges referred to in Conditions 8.7.1. and 8.7.2. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise Seller agrees to deliver possession of the Vessel to Buyer at Closing in writing by New Orleans, Louisiana. At or before the partiestime of Delivery, Seller shall provide to Buyer the Vessel's plans, as builts, schematics, wiring specifications, low voltage wiring diagrams, certified evacuation and safety plan, certified periodic test procedures and all other plans and blueprints related to the Vessel that were provided to Seller at the txxx Xxxxxx acquired the Vessel. Seller makes no representation or warranty as to the accuracy of such documents or drawings. Seller shall deliver the Vessel to Buyer at Closing "as is and where is". Except with regard to title, Seller makes NO WARRANTY of any kind whatsoever, whether expressed or implied, including without limitation, any implied warranty of merchantability, quality, condition, fitness for any particular purpose, seaworthiness, or against any redhibitory vices, or any other vices or defects, hidden, latent or otherwise, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at such warranties being expressly WAIVED by Buyer. At the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery Delivery, all risk of loss to the Vessel shall pass to Buyer. Seller will use all reasonable good faith efforts to assist Buyer in obtaining any necessary certificates for the Vessel, including but not limited to a Certificate of Inspection; however, this is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability a condition for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods Closing and (b) the reasonable and proper all costs and expenses incurred by Buyer in associated with obtaining replacement goods any such certificates shall be the responsibility of similar description and quality in the cheapest market availableBuyer. Furthermore, less the Price of the relevant Goods. 4.4 Seller shall not be liable required to provide at Delivery a Certificate of Documentation, FCC License, Society Tonnage, Interim Class, Hull Classification and Machinery Classification Certificate (if applicable) and/or their regulatory equivalent (if applicable) at the time of Delivery; however, Seller shall provide such certificates and documents, if any, that are in Seller's possession within a reasonable time after Delivery, provided, however, the Seller's failure to deliver said Certificates and Documents shall not constitute a breach of this Agreement by Seller, nor shall such failure constitute grounds for any delay in delivery Buyer not to close this transaction. MAINTENANCE AND OPERATION During the period of time following receipt of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: Deposit by Seller until Closing (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”"Period"). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will Vessel shall be deemed in the full possession and, other than sale to have been delivered by a third party, at the due date and absolute disposal of Seller may charge Buyer for all related costs purposes and expenses (including for demurrage claimsunder its complete control in every respect. Seller shall, wasted transportduring said Period, storage take all reasonable steps to maintain the Vessel, her machinery, engines, equipment, appurtenances and insurance)spare parts in their current condition, ordinary wear and tear excepted. Following written notice INSPECTION During the Period, Buyer or its designee shall have the right at any reasonable time to Buyer, Seller may also sell any of inspect or survey the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states Vessel to satisfy itself that the Packages in which the Goods are delivered are returnable to Seller, Vessel is being properly maintained. Any and all costs or expenses associated with such Packages inspection shall be returned in accordance with the responsibility of and be paid by Buyer and Buyer agrees to indemnify, defend and hold harmless Seller any affiliate of Seller against any injuries, cost, or expenses arising from such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes inspection or other containers and palletssurvey.

Delivery. 4.1 3.1 Unless agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order ConfirmationOrder, the Delivery Point shall be the Buyer’s place of business. 4.2 Any 3.2 If the Contract includes an Installation, the Buyer shall provide to bioMérieux: (a) access to its premises, systems and staff; and (b) all other necessary assistance in performing such Installation. 3.3 Times and dates quoted for delivery are business estimates only and not contractual obligations. Time therefore will not be of the Goods or performance of Services are approximate only, and time of delivery is not essence of the essence. 4.3 In Contract and provided bioMérieux makes delivery within a reasonable time (taking into account all the event of delay in delivery, circumstances) the Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall not be entitled to cancel terminate or rescind the Order. Seller’s liability for such non-Contract or claim damages in respect of late delivery will be limited unless bioMérieux has specifically agreed in writing to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred contrary on a contract by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goodscontract basis. 4.4 Seller 3.4 bioMérieux shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay performance of the Installation that is caused by: (i) by a Force Majeure Event or (ii) Event, the Buyer’s failure to provide Seller bioMérieux with adequate instructions, information, licences delivery instructions or authorisations any other instructions that are relevant to enable the supply of the Goods or Services to be supplied on time (“Delivery Information”)performance of the Installation, or any other act or omission of the Buyer. 4.5 3.5 If for any reason the Buyer refuses or fails to take accept delivery of the Goods when they are ready for delivery delivery, or bioMérieux is unable to provide any Delivery Information to enable deliver the Goods on time deliverybecause the Buyer has not provided appropriate instructions, documents, licences or authorisations: (a) risk in the Goods will shall pass to the Buyer (including for loss or damage caused by bioMérieux's negligence); (b) the Goods shall be deemed to have been delivered by delivered; and (c) bioMérieux may store the due date Goods until delivery, and Seller may charge the Buyer shall be liable for all related costs and expenses (including for demurrage claimsincluding, wasted transportwithout limitation, storage and insurance). 3.6 bioMérieux may deliver the Goods, or perform the Installation, by separate instalments as agreed with the Buyer. Following Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract. Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment. 3.7 The Buyer is responsible for obtaining, at its own cost, such import licences and other consents in relation to the Goods as are required from time to time and, if required by bioMérieux, the Buyer shall make those licences and consents available to bioMérieux prior to the relevant shipment. 3.8 Any reagents supplied to the Buyer by bioMérieux under the Contract shall be packed with a minimum residual shelf life, details of which shall be provided by bioMérieux to the Buyer upon request. 3.9 bioMérieux shall not be liable for any damage or shortfall in delivery of Goods (even if caused by bioMérieux's negligence) unless the Buyer: (a) gives written notice of such damage or shortfall on the form provided by the carrier for that purpose to Buyer, Seller may also sell any bioMérieux within 3 working days of delivery; and (b) submits its claim in writing to the Sales Administration Department of bioMérieux within 30 days following receipt of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price or performance of the Goods under the ContractInstallation. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing (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 be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the partiesGoods. Once Xxxxx gives notice of the rejection of the Goods, all the risk of loss and damage to the Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at is with the place specified in Seller. Any acceptance of deliveries late to the Order ConfirmationContract delivery schedule will not waive Buyer's rights. 4.2 Any dates quoted for (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the Goods or performance of Services are approximate onlyunit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and time of delivery continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the essenceunit 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. 4.3 (c) In the event of any anticipated or actual delay in deliverymeeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer shall give 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 notice recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller requiring the delivery to be made within 14 daysis excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid solely responsible for paying the undelivered Goods difference between the method of shipping specified and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goodsactual air or expedited rate incurred. 4.4 (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 liable for construed as a waiver by Buyer of any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences rights or authorisations to enable the Goods remedies provided by law or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If (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 Contract’s delivery note schedules or package labelling states that the Packages in which 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 or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered are returnable to Seller, such Packages Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable provide a response to an open order report issued by the Buyer at replacement value the frequency and no credit will be due on Packages for which a charge have been 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 Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsthe Buyer within two (2) business days of the request.

Delivery. 4.1 Unless otherwise agreed otherwise in writing by the partieswriting, all Goods deliveries of Products shall be made Ex Works of Seller’s factory (Incoterms 2018). All risks of loss or damage to the Products shall pass from the Seller to the Buyer when the Products are delivered FCA (“Free carrier” to the Buyer in accordance with the agreed trade term as defined defined. The Seller may make deliveries in INCOTERMS 2020®) at the place installments which will be invoiced individually. The Buyer will make payment in accordance with clause 4 of these Standard Terms and Conditions. Times specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services Products are approximate onlygiven and intended as estimates only unless otherwise agreed in writing. Where a firm time for delivery has been expressly agreed upon, no delivery shall be considered overdue until the Buyer has made a written request for delivery and time of delivery is not of given the essence. 4.3 In the event of delay in delivery, Seller a reasonable opportunity to comply therewith. The Buyer shall give have the right to cancel the Contract by serving written notice to the Seller requiring if the Seller is unable, due to circumstances for which it is fully responsible, to comply with the extended or postponed delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil time and the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for stated in writing when agreeing to the undelivered Goods and (b) new delivery time that it will refuse to take delivery if the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in new delivery date is not met. In no event shall the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay indirect, special, consequential, or punitive damages arising out of or in connection with the late delivery of the Goods Products. The Buyer shall inspect or Services where Buyer failed to provide written notice have inspected the Products delivered and shall notify the Seller in accordance with Condition 4.3 writing of any discrepancy regarding the quantity, specification, or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery quality of the Goods when they are ready for delivery or Products to provide any Delivery Information to enable on the order within fourteen (14) days of receipt of the Products. Once this time deliveryperiod has elapsed, the Goods will Buyer shall be deemed to have been delivered by accepted the due date Products. If Buyer timely notifies Seller of any nonconforming Products, the Seller shall replace incorrect Products and Seller may charge deliver additional Products to meet the ordered quantity. The foregoing shall be Buyer’s exclusive remedy with respect to nonconforming Products. The Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following shall not return any Products without the prior written notice to Buyer, Seller may also sell any permission of the Goods Seller. Submitting a claim shall at no time release the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods from its obligations under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Where the Seller is an overseas supplier, the Goods shall be delivered in accordance with the instructions set out in the Order. In these Conditions “INCOTERMS” means the international rules for the interpretation of trade terms as set out in ICC Publication No. 715E in force with effect from 1 January 2011. Unless agreed the context otherwise requires, any term or expression which is defined in writing or given a particular meaning by the partiesprovisions of INCOTERMS shall have the same meaning in these Conditions but if there is any conflict between the provisions of INCOTERMS and these Conditions, all the latter shall prevail. 4.2 Where Goods are shipped, clean original bill(s) of lading and other shipping documents shall be forwarded promptly by the Seller to the Buyer. Shipping shall be routed in accordance with instructions from the Buyer. 4.3 The Buyer may change the delivery schedules from time to time by giving reasonable prior written notice to the Seller. 4.4 The Buyer will have no obligation to pay for Goods delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at excess of the place quantities specified in the Order Confirmationdelivery schedules. 4.2 Any dates quoted for 4.5 The Buyer is entitled to reject any Goods delivered or Services performed which are not in accordance with the Contract and shall not be deemed to have accepted any Goods or Services until the Buyer has had a reasonable time to inspect or verify them following delivery or completion or, where any defect would not be apparent, within a reasonable time after any latent defect in the Goods or Services has become apparent e.g. upon installation or use of the Goods or Articles. 4.6 The Seller shall provide the Buyer in good time with any and all information necessary or required or reasonably requested by the Buyer to enable the Buyer to accept delivery of the Goods and/or performance of the Services. 4.7 If the Goods are to be delivered, or the Service performed, by instalments, the Contract will be treated as a single contract and not severable. The Buyer shall be under no obligation to pay for any part of the Goods or Services until full and complete delivery or performance is made or given. 4.8 The time of delivery for the Goods or performance of the Services are approximate only, and time of delivery is not shall be of the essence. 4.3 In . If the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell deliver any of the Goods and/or fails to complete the Services by the scheduled date, the Buyer shall (in addition to any other remedies which it may have under the Contract or otherwise) have the right (i) to deduct from the Price or require the Seller to pay, as liquidated damages a sum calculated at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below rate of 0.1% of the Price of the Goods and/or Services so delayed for each day which may elapse between the date of scheduled delivery and the actual date of delivery, up to a maximum of 10% of the Price of the Goods and/or Services so delayed; AND/OR (ii) by giving 30 days’ notice to cancel all or any such items of the Goods and/or Services which have not been accepted by the Buyer (regardless of whether or not the same is due to be delivered or completed) without being liable therefore in damages and obtain the same from other sources and all costs (including Buyer’s costs in sourcing for alternative supply and Price increases) incurred thereby may, at the Buyer’s option, be deducted from any monies due to or may become due to the Seller (whether under the Contract. 4.6 If Seller's delivery note Contract or package labelling states that otherwise) or shall be recoverable as damages, PROVIDED the Packages in time period for calculating liquidated damages payable under sub-para (i) for delay shall cease with respect to Goods or Services cancelled under sub-para (ii) at the end of the 30 days cancellation notice. Upon cancellation by the Buyer under sub-para (ii), all Articles on which the cancelled Services were to be performed shall forthwith be returned to the Purchaser and all payment (including advance payment) made towards the Price of Goods are delivered are returnable to Seller, such Packages and Services cancelled shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsrefunded forthwith to the Buyer.

Delivery. 4.1 4.1. Unless otherwise agreed otherwise in writing by the partiesEaton, all Goods are delivered FCA delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT (“Free carrier” as defined in INCOTERMS 2020®Incoterms 2010) at the place specified Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in the Order Confirmationwriting. 4.2 Any 4.2. As notified to the Buyer any dates quoted for delivery of the Goods or performance of Services Supplies are approximate only, only and time of delivery is may not be made of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 daysessence by notice. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller Eaton shall not be liable for any delay in delivery of the Goods Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. Xxxxx'x liability shall be limited to making up the delivery or Services where Buyer failed allowing credit as above. 4.5. Where the Supplies are to provide written notice be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with Condition 4.3 or these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any delay that reason (other than the Buyer's fault) and Eaton is caused by: accordingly liable to the Buyer, Xxxxx'x liability shall be limited to the excess (iif any) a Force Majeure Event or of the cost to the Buyer (iiin the cheapest available market) Buyer’s failure of similar goods to provide Seller with adequate instructions, information, licences or authorisations to enable replace those not delivered over the Goods or Services to be supplied on time (“Delivery Information”)price of the Supplies. 4.5 4.7. If the Buyer refuses or fails to take delivery of the Goods when they are ready Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of Xxxxx'x fault) then, without prejudice to provide any Delivery Information other right or remedy available to enable Eaton, Eaton may: 4.7.1. require payment on time deliveryany reasonable basis, including but not limited to the Goods will be deemed to have been delivered by selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the due date Supplies until actual delivery at the sole cost and Seller may risk of the Buyer and charge the Buyer for all related the reasonable costs and expenses (including for demurrage claims, wasted transport, storage handling and insurance)) of storage; or 4.7.3. Following written notice to Buyer, Seller may also sell any of the Goods Supplies at the best price reasonably readily obtainable in and (after deducting all reasonable storage and selling expenses) account to the circumstances and Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the Price price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Goods under Supplies contemplated in clause 4.7 on the ContractBuyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable 4.9. The Buyer shall not refuse to Sellerreceive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value transport and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsimport purposes.

Delivery. 4.1 Unless agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s sole liability and Buyer’s exclusive remedy for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods Goods, and (b) reimbursing Buyer for the reasonable and proper external costs and expenses incurred by Buyer Buyer, in obtaining replacement goods of similar description and quality in quality, at the cheapest lowest available market availableprice, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences licenses or authorisations authorizations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to BuyerXxxxx, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing 8.1 Products ordered pursuant to this Agreement shall be shipped by Supplier FCA from the Proximity Warehouse to be received by Nortel by the parties, all Goods are delivered FCA (“Free carrier” as defined Committed Delivery Date. No partial shipment shall be made without Nortel's prior consent. 8.2 Supplier shall package the Products in INCOTERMS 2020®) at accordance with the place specified packing and external marking practices agreed upon by Nortel and Supplier which shall comply with any criteria set forth in the Order ConfirmationSpecifications. 4.2 Any dates quoted for delivery 8.3 Supplier shall xxxx each Product with Supplier's model number and where practical, the description of the Goods or performance of Services are approximate only, Product and time of delivery is not of the essenceits revision level. 4.3 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 delay in deliveryNNL, Buyer shall give Nortel Subsidiary or Nortel Affiliate, NNL may, by written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4Supplier, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to at its option: (a) refunding cancel the affected quantity of Products in such Purchase Order or Release (without incurring any sums which Buyer has paid for liability to purchase from Supplier such quantity or affecting its other remedies under this Agreement) and reduce the undelivered Goods 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 reasonable 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 date the Products were originally scheduled to be delivered, and proper costs such rescheduling shall not prejudice Nortel's obligations pursuant to Section 7.1 for such Products. 8.5 Supplier will notify Nortel of any anticipated delay in meeting a Committed Delivery Date specified in any Purchase Order or Release and expenses incurred by Buyer in obtaining replacement goods of similar description and quality shall reasonably co-operate with Nortel in the cheapest market available, less the Price 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 relevant Goodsanticipated delay, Nortel may, by written notice to Supplier, at its option: (a) permit Supplier to make a partial shipment of Products; (b) permit Supplier to substitute products acceptable to Nortel until the Products are delivered; or (c) permit Supplier to implement a workaround plan acceptable to Nortel and Nortel's customers. 4.4 Seller shall not be liable for any 8.6 In the event a delay in delivery is attributable to force majeure, and such delay lasts more than thirty (30) days, the Parties shall make a joint effort to 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 affected by such delay. 8.7 Regardless of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay Committed Delivery Dates, it is the Parties intent that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take Supplier's delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods performance will be deemed measured against its ability to have been delivered by meet customer requested dates ("CRD"), among other metrics. CRD is defined as the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note Nortel or package labelling states Nortel Affiliates request that the Packages Product be delivered. These requests for Products will include all forecasted demand plus Flex as determined pursuant to Section 7.1.6. For greater certainty, Supplier will not, in which the Goods are delivered are returnable to Sellerany way, such Packages shall be returned in accordance with such instructions. If such Packages are default of this Agreement if it does not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsmeet any CRD.

Delivery. 4.1 Unless 5.1 Delivery takes place on agreed otherwise in writing ICC INCOTERMS. If no INCOTERMS apply, delivery shall be understood to occur at the 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 partiesSeller of the Purchase Order or the date on which the Seller is placed in possession of such information and drawings as may be necessary to enable him to start work on the Goods or the Services, all whichever may be the later. 5.3 Exceeding the completion deadlines for the execution of the Services or delivery dates of the Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified shall automatically result in the application of a penalty equal to 1% of the total amount of the Purchase Order Confirmationper working day of delay, capped at 10% of the total amount of the Purchase Order. This penalty may not under any circumstances be considered as a waiver of the right to terminate the Purchase Order according to art.14.2 or to claim additional compensation for any loss suffered by the Buyer. 4.2 Any dates quoted for 5.4 Delivery of Goods in instalments shall be permitted only with the consent of the 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 performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery 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 ready for stored are properly insured against all the usual risks and notify the Buyer of such insurance cover. 5.6 If delivery or to provide any Delivery Information to enable on time deliveryis made before the delivery date specified in the Purchase Order, the Buyer may return the Goods will to the Seller at the Seller's risk and expense. 5.7 Each delivery must be deemed to have been delivered accompanied by details of the due date exact quantity and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any description of the Goods at and/or the best price reasonably obtainable in Services performed. Shipping documents stating the circumstances and charge Buyer relevant Purchase Order number for any shortfall below each shipment must be sent by regular mail or email to the Price 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 under are invoiced by the ContractSeller 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). 4.6 If Seller's delivery note 5.8 Delivery is completed only if the agreed Goods or package labelling states that the Packages in which the Goods Services are delivered are returnable to Seller, such Packages shall be returned 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 instructions. document has been modified. 5.10 If such Packages are the Seller is in the position of being able to supply some but not so returned they will all of its customers, the Buyer shall be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by given priority over all other of the Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets's customers.

Delivery. 4.1 Unless agreed otherwise in writing The Company shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the partiesdate of the Order, all relevant Buyer and Company reference numbers, the type and quantity of the Goods are (including code number of the Goods, where applicable), the total weight of the Goods being delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in and, if the Order Confirmationis being delivered by instalments, the outstanding balance of Goods remaining to be delivered (the “Delivery Note”). 4.2 The method of delivery will be stated on the Order Acknowledgment and this should be interpreted in accordance with INCOTERMS 2010. 4.3 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and the time of delivery is not of the essence. 4.3 In 4.4 If the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller Company fails to fulfil deliver the delivery within 14 daysGoods, Buyer its liability shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price price of the relevant Goods. 4.4 Seller . The Company shall not be liable have no liability for any delay in delivery of failure to deliver the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay the extent that such failure is caused by: (i) by a Force Majeure Event or (ii) the Buyer’s failure to provide Seller the Company with adequate instructions, information, licences delivery instructions or authorisations any other instructions that are relevant to enable the Goods or Services to be supplied on time (“Delivery Information”)supply of the Goods. 4.5 If The Company may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Buyer refuses or fails to take delivery cancel any other instalment. 4.6 When the Company delivers the Goods the Buyer will be required to sign the Delivery Note to confirm delivery. Signing of the Delivery Note by, or on behalf of, the Buyer is proof that the Goods when they delivered are ready for delivery or to provide any of the correct quantity and quality. In the event that the Delivery Information to enable on time delivery, Note is not signed by the Buyer then the Goods will be deemed delivered in accordance with the INCOTERMS 2010. If the Buyer discovers there is a discrepancy between the Delivery Note and those Goods which it has accepted the Buyer must inform the Company in writing by email within the following time scales: (a) if the total weight of the Goods, as stated on the Delivery Note, is 500kg or less then within one (1) Working Day; or (b) if the total weight of the Goods, as stated on the Delivery Note, is more than 500kg but less than 3000kg then within two (2) Working Days; or (c) if the total weight of the Goods, as stated on the Delivery Note, is 3000kg or more then within one (1) week. 4.7 To the extent permitted by law, the Buyer agrees that in the event of a valid claim for non-delivery of the Goods, the Company may at its sole discretion either reprocess or replace the Goods at its own expense but shall then be under no further liability in connection with such non-delivery. 4.8 All requests for proof of delivery must be made within a period of 21 days following the date of the invoice. 4.9 If for any reason the Buyer is unable to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any accept delivery of the Goods at the best price reasonably obtainable in time when the circumstances and charge Buyer Goods have been notified as ready for any shortfall below delivery, the Price Company may, at the cost of the Buyer, at its sole discretion store the Goods under at the Contract. 4.6 If Seller's delivery note or package labelling states risk of the Buyer and take all reasonable steps to safeguard and insure them, provided that the Packages in which the Goods are delivered are returnable to Seller, such Packages Buyer shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsimmediately informed thereof.

Delivery. 4.1 Unless agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s sole liability and Buyer’s exclusive remedy for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) reimbursing Buyer for the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in quality, at the cheapest lowest available market availableprice, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to BuyerXxxxx, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.with

Delivery. 4.1 a) Unless agreed otherwise in writing agreed, where the PURCHASER has nominated an address for delivery, the SUPPLIER must deliver the goods to that nominated address. b) The SUPPLIER bears responsibility for unloading goods at the point for delivery nominated by the partiesPURCHASER. c) The PURCHASER will provide adequate and proper facilities for the reception and storage of goods and warrants that those facilities comply with all relevant statutes or regulations, including health and safety regulations, and that all Goods necessary permits and licenses have been obtained for the storage of the goods. d) Where goods are delivered FCA (“Free carrier” as defined to the nominated, the SUPPLIER shall be deemed to have delivered the goods in INCOTERMS 2020®) at accordance with the place specified in Agreement if it obtains a receipt or signed delivery docket for the Order Confirmationgoods from a person authorised to accept the goods on behalf of the PURCHASER. 4.2 Any dates quoted for e) If the nominated address is unattended or if delivery cannot otherwise be affected or the goods cannot be dispatched due to any act, matter or thing beyond the control of the Goods or performance of Services are approximate onlySUPPLIER, the SUPPLIER must promptly advise the PURCHASER and time of delivery is not deliver the goods in accordance with the directions of the essencePURCHASER. 4.3 In f) If the event parties agree in writing, the SUPPLIER may supply goods and/or services in instalments and these Terms & Conditions of delay in delivery, Buyer Sale shall apply to each and every supply of goods and/or services. g) The SUPPLIER must deliver the goods by the date for supply of goods and/or services agreed between SUPPLIER and the PURCHASER. h) The SUPPLIER must immediately give written notice to Seller requiring the PURCHASER upon becoming aware that an event may cause a delay to the delivery to be made within 14 days. of goods by the date of supply of goods and/or services. i) Subject to Condition 4.4clause 10, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel SUPPLIER must compensate the Order. Seller’s liability PURCHASER for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and or expenses incurred by Buyer in obtaining replacement goods as a result of similar description and quality a delay in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any goods and/or services. For the avoidance of doubt delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s shall include failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable meet identified Milestones as detailed in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contractpurchase order. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless 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 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 goods to the Buyer unless the Buyer has been notified of a longer timescale. If the Goods are not delivered within this time, a full refund will be given. 9.3 No specific delivery date can be agreed otherwise 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 be made by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at agreed date the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in losses, costs, damages or expenses incurred by the Buyer or any third-party arising directly or indirectly out of any failure to meet said delivery date. 9.5 The Seller is not responsible for delayed delivery due to circumstances beyond our control such as postal strikes or postal errors. If the Seller is aware of a problem the Buyer will be contacted immediately. 9.6 Delivery of the Goods or Services where shall be made to the Buyer's address specified on the order form and the order confirmation email. The Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable shall make all the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails arrangements necessary to take delivery of the Goods when whenever they are ready tendered for delivery. Once the first delivery or to provide any Delivery Information to enable on time deliveryattempt has been made, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any redelivery of the Goods is the responsibility of the Buyer. The seller is not liable for any costs incurred if the Buyer is not able to take delivery at the best price reasonably obtainable in time any delivery attempts are made. 9.7 The Consumer Rights Act means the circumstances and charge Buyer Seller is responsible for any shortfall below the Price condition of the Goods under goods until the Contract. 4.6 goods are received by the Buyer, or by someone else you have nominated to receive them on their behalf. If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable arrived damaged, the Buyer is entitled to replacements only. These goods must be returned to the Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they postage costs will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made covered by the Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless 8.1 Except as otherwise agreed otherwise by both parties in writing by the parties, all Goods are delivered FCA EXW (“Free carrier” ex works) Seller’s manufacturing plant stated in the relevant purchase order. EXW (ex works) is as defined in INCOTERMS 2020®2010. The Buyer will provide at its expense adequate and appropriate equipment and manual labour for loading or off-loading (as appropriate) at the place specified in the Order ConfirmationGoods. 4.2 Any 8.2 All delivery dates quoted and times are estimates and not legally binding on the Seller, which will use its reasonable endeavours to make available for collection or deliver (as appropriate) on time. If no delivery of the Goods or performance of Services dates and/or times are approximate onlyspecified, and time delivery will be within a reasonable time. Time of delivery is will not be of the essence. 4.3 In 8.3 The Seller will be deemed not to be in breach of the Contract, and (for the avoidance of doubt) will not be liable, in contract, tort or otherwise howsoever and whatever the cause thereof, to the Buyer for any direct, indirect or consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, loss of contracts, loss of anticipated savings, depletion of goodwill and similar), costs, damages, charges or expenses caused directly or indirectly by any delay or failure in the delivery of the Goods (even if caused by the Seller’s negligence) except as set out in this Condition 8. 8.4 Any additional costs incurred by the Seller for express deliveries undertaken at the request of the Buyer are for the account of the Buyer and will be added to the Prices and invoiced in accordance with Condition 14.2. 8.5 Any delay in delivery will not entitle the Buyer to cancel the purchase order 8.5.1 the Seller will refund the Buyer any sums which the Buyer has paid to the Seller in respect of that purchase order or part of the purchase order which has been cancelled; and 8.5.2 the Buyer will be under no liability to make any payments under Condition 14 in respect of that purchase order or part of the purchase order which has been cancelled. 8.6 Subject to Condition 12, in the event of delay in delivery, Buyer shall give non-delivery of the Goods following the service of a written notice to Seller requiring by the delivery to be made within 14 days. Subject to Buyer under Condition 4.4, if Seller fails to fulfil 8.5 the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 . The Seller shall not be liable will have no liability for any delay in delivery of failure to deliver to the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay extent that such failure is caused by: (i) a Force Majeure Event or (ii) by the Buyer’s failure to provide the Seller with adequate instructionsdelivery instructions or any other instructions that are relevant to the supply of the Goods. If the Buyer fails to provide written notice of non- delivery in accordance with Condition 8.5, information, licences or authorisations the Seller shall have no liability whatsoever to enable the Goods or Services to be supplied on time (“Delivery Information”)Buyer for such non-delivery. 4.5 8.7 If the Buyer refuses or fails to take delivery of any of the Goods when they are ready or tendered for delivery (as appropriate) or to provide any Delivery Information instructions, documents, licences or authorisations required to enable the Goods to be delivered on time delivery(except solely on account of the Seller’s default), the Goods will be deemed to have been delivered on or by the due date and (without prejudice to its other rights) the Seller may may: 8.7.1 store or arrange for storage of the Goods until actual delivery or sale in accordance with Condition 8.7.3 and charge the Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following ; and/or 8.7.2 recover from the Buyer all wasted transport costs resulting from the Buyer’s refusal or failure to take delivery of the Goods when tendered for delivery; and/or 8.7.3 following written notice to the Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the Price of the Goods under the Contract, having taken into account any charges related to the sale and any charges referred to in Conditions 8.7.1. and 8.7.2. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise 2.1 Time is of the essence of the Order. Delivery shall not be deemed complete until Strato, Inc, (“Buyer”) or Xxxxx’s agent has actually received and taken possession of goods, notwithstanding any agreement to pay freight or other related charges. Seller will promptly notify Buyer in writing if Seller anticipates difficulty in complying with a required delivery date and will use all commercially reasonable efforts to meet the required delivery date. Buyer may, at its discretion, deem goods delivered after the required delivery date or outside of the delivery schedule to be nonconforming and may either return such goods to Seller, at Seller’s expense and risk, for full credit; agree to a revised delivery schedule; or cancel the Order or remainder thereof without liability, purchase the goods elsewhere, and charge Seller with any loss incurred through Seller’s failure to meet the delivery schedule. Acceptance by Xxxxx of a later delivery of either the whole or part of the Order shall not constitute a waiver of Buyer’s claim for any direct and/or indirect damages which the late delivery may have caused. 2.2 Seller shall suitably xxxx, xxxx and ship the goods in accordance with standards and norms for the types of materials being shipped and in accordance with the requirements of the carrier transporting the goods and shall assure delivery free of damage and deterioration. In addition, Seller shall comply with any packing, marking or shipping instructions provided by the partiesBuyer. Buyer shall not be charged for packing, all Goods are delivered FCA marking or shipping unless same is agreed to with the Seller and is separately itemized on the Face of the Order. Buyer’s order number must appear on the container, the packing list, invoice and correspondence relating to the Order. Two copies of the packing list (“Free carrier” as defined in INCOTERMS 2020®which provides the quantity and description of the goods contained therein) at shall be placed within the place specified in the Order Confirmationcontainer. 4.2 Any dates quoted 2.3 Unless otherwise stated by Buyer on the Face of the Order, for US shipments: (a) Seller shall arrange for freight pursuant to Buyer’s instructions; (b) Buyer shall pay for freight on a collect basis; and (c) title to and risk of loss for all goods shall remain with Seller until delivery of the Goods goods to Buyer’s facility or performance of Services are approximate only, and time of delivery is not such other destination specified by Buyer. Unless otherwise stated by Xxxxx on the Face of the essence. 4.3 In the event Order, for international shipments, delivery of delay in delivery, Buyer goods shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice FOB named port in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Incoterms 2000. 2.4 Buyer’s failure at any time to provide require strict performance by Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for provisions herein shall not waive or diminish Buyer’s right thereafter to demand strict compliance therewith or with any shortfall below the Price other provisions. Waiver of the Goods under the Contractany default shall not waive any other default. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless 5.1 The Goods shall be delivered, carriage paid, and/or the Services provided at Renold’s place of business or to such other place of delivery as is agreed otherwise by Renold in writing by prior to delivery of the parties, all Goods are delivered FCA and/or provision of the Services (the “Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order ConfirmationDelivery Location”). 4.2 Any dates quoted 5.2 The date for delivery of the Goods and/or provision of the Services shall be specified in the Order, or performance if no such date is specified then delivery shall take place within 28 days of the Order. 5.3 The Seller shall invoice Renold upon, but separately from, despatch of the Goods and/or provision of the Services are approximate only, and time of to Renold. 5.4 The Seller shall ensure that each delivery is not accompanied by a delivery note which shows, among other things, the Order number, date of Order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 5.5 Time for delivery of the Goods and/or provision of the Services shall be of the essence. 4.3 In 5.6 Unless otherwise stipulated by Renold in the event of delay Order, deliveries shall only be accepted by Renold in deliverynormal business hours. 5.7 If the Goods are not delivered and/or the Services not provided on the due date then, Buyer shall give written notice without prejudice to Seller requiring any other rights which it may have, Renold reserves the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to right to: 5.7.1 cancel the Order. Seller’s liability for such non-delivery will be limited Contract in whole or in part; 5.7.2 refuse to (a) refunding accept any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in subsequent delivery of the Goods or and/or provision of the Services where Buyer failed which the Seller attempts to provide written notice make; 5.7.3 recover from the Seller any expenditure reasonably incurred by Renold in accordance with Condition 4.3 or obtaining the Goods and/or Services in substitution from another supplier; and 5.7.4 claim damages for any delay that is caused by: (i) a Force Majeure Event additional costs, loss or (ii) Buyer’s expenses incurred by Renold which are in any way attributable to the Seller's failure to provide Seller with adequate instructions, information, licences or authorisations to enable deliver the Goods or and/or provide the Services to be supplied on time (“Delivery Information”)the due date. 4.5 5.8 If Buyer refuses or fails the Seller requires Renold to take return any packaging material to the Seller that fact must be clearly stated on any delivery note delivered to Renold and any such packaging material shall only be returned to the Seller at the cost of the Goods when they are ready for Seller. 5.9 Where Renold agrees in writing to accept delivery or by instalments the Contract shall be construed as a single contract in respect of each instalment. Nevertheless failure by the Seller to provide deliver any Delivery Information one instalment shall entitle Renold at its option to enable on time delivery, treat the whole Contract as repudiated. 5.10 If the Goods will are delivered to Renold in excess of the quantities ordered Renold shall not be bound to pay for the excess and any excess shall be and shall remain at the Seller's risk and shall be returnable at the Seller's expense. 5.11 Renold shall not be deemed to have accepted the Goods and/or Services until it has had thirty days to inspect them following delivery or provision thereof. Renold shall also have the right to reject the Goods and/or Services as though they had not been delivered by accepted for fourteen days after any latent defect in the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any Goods and/or Services has become apparent. 5.12 Delivery of the Goods shall be completed on the completion of the unloading of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the ContractDelivery Location. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 16.1 Unless agreed otherwise in writing notified by the partiesCompany in the Order, all the Goods are shall be delivered FCA Free Carrier (“Free carrier” in accordance with the most recent version of the Incoterms), to such place of delivery as defined is indicated by the Company, provided that the Seller shall be responsible for loading the Goods. Notwithstanding the foregoing, the Company may request the Seller to arrange for transportation to the Company's premises through the carrier nominated by the Company. 16.2 The date for delivery shall be specified in INCOTERMS 2020®) at the Order, or if no such date is specified then delivery shall take place within 28 days after placing the Order. If the actual date of delivery to the Company’s premises is later than that specified in the Order Confirmationthen without prejudice to any other rights it may have, the Company may apply the remedies as set forth in these Conditions. 4.2 Any dates quoted for delivery 16.3 The Seller warrants that all components and spare parts of the delivered Goods or performance (including any software) will be available during the technical life of Services are approximate only, the delivered Goods and time of promptly dispatched to the Company upon its request. 16.4 The Seller shall ensure that each delivery is not accompanied by a delivery note which shows, inter alia, the Order number, line item number, date of the essence. 4.3 In the event Order, number of delay in deliverypackages and contents and, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price case of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time partial delivery, the Goods outstanding balance remaining to be delivered. 16.5 Unless otherwise stipulated by the Company in the Order, deliveries shall only be accepted by the Company in normal business hours. 16.6 If the Seller requires the Company to return any packaging material to the Seller that fact must be clearly stated on any delivery note delivered to the Company and any such packaging material will only be returned to the Seller at the cost of the Seller. 16.7 Where the Company agrees in writing to accept delivery by installments the Contract will be deemed to have been delivered construed as a single Contract in respect of each installment. Nevertheless, failure by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell deliver any installment shall entitle the Company to avail itself of the Goods at the best price reasonably obtainable remedies as set forth in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the ContractArticle 8. 4.6 16.8 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Sellerthe Company in excess of the quantities ordered, such Packages the Company shall not be returned in accordance with such instructions. If such Packages are not so returned they bound to pay for the excess and any excess will be chargeable and will remain at replacement value the Seller’s risk and no credit will be due on Packages for which a charge have been made by returnable at the Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets’s expense.

Delivery. 4.1 5.1 Delivery periods shall only be binding if expressly agreed in writing. Unless otherwise agreed otherwise in writing the Contract, delivery periods shall begin on the effective date of the Contract provided that any required official certificates, approval, and permits are furnished by Seller. Delivery periods shall be deemed to be met on timely notification of readiness to ship if the Products cannot be dispatched in time through no fault of Seller’s own. 5.2 With respect to delivery periods and dates, which are not expressly defined as fixed in the Contract, Buyer shall, within two weeks after expiry of such delivery period or date, grant Seller an adequate grace period for delivery. Seller may only be deemed to be in default after expiry of such grace period. 5.3 Without prejudicing Seller’s rights arising from Buyer’s default, delivery periods and dates shall be deemed to be extended by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery period of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, during which Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled comply with its obligations to cancel the OrderSeller. In case Seller does not comply with Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market availableobligations, less the Price of the relevant Goods. 4.4 Seller shall not only be liable for any delay in delivery all types of the Goods or Services where Buyer failed to provide written notice damages in accordance with Condition 4.3 or for any delay that is caused by: Section 13 (iLimited Liability) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”)of these Terms and Conditions. 4.5 If 5.4 Seller reserves the right to carry out a delivery using Seller’s own delivery organization. 5.5 Buyer refuses may rescind this Contract if Seller’s delivery delay is more than ninety (90) days unless the hindrance is merely temporary in nature and a delay would not unreasonably affect Buyer. 5.6 Seller may perform partial deliveries and render partial services if such action would not unreasonably affect Buyer. 5.7 Any contractual or statutory right of Buyer to rescind this Contract, which Buyer fails to take delivery exercise within a reasonable period of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered set by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsforfeited.

Delivery. 4.1 Unless agreed otherwise 8.1 Ypsomed shall deliver the 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 such 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 notify AMAG in writing by 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 partiesintroduction or increase of 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 any reason to deliver all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at Component Sets within [***] of the place specified Delivery Date in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate onlyrespective Purchase Order, and time of delivery is not of the essence. 4.3 In the event of delay in deliverythen AMAG may, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4at its sole discretion, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event cancel such Purchase Order without penalty to AMAG and the number of Component Sets in such cancelled Purchase Order shall be counted toward the Annual Minimum Quantity for the calendar year in which the cancelled Purchase Order was submitted, or (ii) Buyer’s failure accept Delivery of the Component Sets on a delivery date mutually agreed to provide Seller with adequate instructions, information, licences or authorisations to enable by the Goods or Services to be supplied on time (“Delivery Information”)Parties. 4.5 If Buyer refuses 8.3 Ypsomed will convey good title to the Component Sets to AMAG on the date of Delivery, free and clear of any lien or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contractencumbrance. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing 6.1 Solectron acknowledges and agrees that Solectron shall make commercially reasonable efforts to meet the target goal of 100% on-time delivery to Brocade's customer, defined as the shipment of Product by Solectron within a maximum window of 0 days early and 0 days late based on the partiesacknowledged delivery due date. This section, all Goods are delivered FCA as appropriate, may be modified by an addendum to reflect specific Product requirements. 6.2 All shipments shall be F.O.B. origin (“Free carrier” Solectron's dock). Title and risk of loss shall pass to Brocade upon Solectron's tendered delivery to the common carrier or Brocade's designee. 6.3 Upon learning of any potential delivery delays, Solectron will notify Brocade within one (1) business hour as defined in INCOTERMS 2020®) to the cause and extent of such delay. 6.4 If Solectron fails to make deliveries at the place specified time and such failure is caused by Solectron, Solectron will, at no additional cost to Brocade, employ accelerated measures such as material expediting fees, premium transportation costs, or labor overtime required to meet the specified delivery schedule or minimize the lateness of deliveries; however, [*]. 6.5 Should Brocade require Solectron to undertake export activity on behalf of Brocade, Brocade agrees to submit requested export information to Solectron pursuant to Solectron Guidelines for Brocade-Driven Export Shipments as provided in the Order Confirmationaddenda. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer 6.6 All Products shall be entitled to cancel the Order. Seller’s liability packaged and prepared for such non-delivery will be limited to (a) refunding any sums shipment in a manner which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or follows the requirements set forth in Brocade's Purchase Order, (ii) Buyer’s failure follows good commercial practice, (iii) is acceptable to provide Seller with common carriers for shipment, and (iv) is adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance)ensure safe arrival. Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages Each shipment shall be returned in accordance accompanied by a packing slip that includes Brocade's part numbers, purchase order number and the quantity shipped. * Certain information on this page has been omitted and filed separately with such instructionsthe Commission. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have Confidential treatment has been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsrequested with respect to the omitted portions.

Delivery. 4.1 Unless 8.1 Except as otherwise agreed otherwise by both parties in writing by the parties, all Goods are delivered FCA EXW (“Free carrier” ex works) Seller’s manufacturing plant stated in the relevant purchase order. EXW (ex works) is as defined in INCOTERMS 2020®2010. The Buyer will provide at its expense adequate and appropriate equipment and manual labour for loading or off-loading (as appropriate) at the place specified in the Order ConfirmationGoods. 4.2 Any 8.2 All delivery dates quoted and times are estimates and not legally binding on the Seller, which will use its reasonable endeavours to make available for collection or deliver (as appropriate) on time. If no delivery of the Goods or performance of Services dates and/or times are approximate onlyspecified, and time delivery will be within a reasonable time. Time of delivery is will not be of the essence. 4.3 In 8.3 The Seller will be deemed not to be in breach of the event Contract, and (for the avoidance of doubt) will not be liable in contract, tort or otherwise howsoever and whatever the cause thereof, to the Buyer for any direct, indirect or consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, depletion of goodwill and similar), costs, damages, charges or expenses caused directly or indirectly by any delay or failure in the delivery of the Goods (even if caused by the Seller’s negligence) except as set out in this Condition 8. 8.4 Any additional costs incurred by the Seller for express deliveries undertaken at the request of the Buyer are for the account of the Buyer and will be added to the Prices and invoiced in accordance with Condition 15.2. 8.5 Any delay in delivery, delivery will not entitle the Buyer shall give to cancel the purchase order unless and until the Buyer has given 14 days’ written notice to the Seller requiring the delivery to be made and the Seller has not fulfilled the delivery within 14 daysthat period. If the Buyer cancels the purchase order in accordance with this Condition 8.5 then: 8.5.1 the Seller will refund the Buyer any sums which the Buyer has paid to the Seller in respect of that purchase order or part of the purchase order which has been cancelled; and 8.5.2 the Buyer will be under no liability to make any payments under Condition 15 in respect of that purchase order or part of the purchase order which has been cancelled. 8.6 Subject to Condition 4.413, if Seller fails to fulfil in the event of non-delivery within 14 days, of the Goods following the service of a written notice by the Buyer shall be entitled to cancel under Condition 8.5 the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 . The Seller shall not be liable will have no liability for any delay in delivery of failure to deliver to the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay extent that such failure is caused by: (i) a Force Majeure Event or (ii) by the Buyer’s failure to provide the Seller with adequate instructionsdelivery instructions or any other instructions that are relevant to the supply of the Goods. If the Buyer fails to provide written notice of non- delivery in accordance with Condition 8.5, information, licences or authorisations the Seller shall have no liability whatsoever to enable the Goods or Services to Buyer for such non-delivery and the Buyer shall be supplied on time (“Delivery Information”)liable for the Price of the Goods. 4.5 8.7 If the Buyer refuses or fails to take delivery of any of the Goods when they are ready or tendered for delivery (as appropriate) or to provide any Delivery Information instructions, documents, licences or authorisations required to enable the Goods to be delivered on time delivery(except solely on account of the Seller’s default), the Goods will be deemed to have been delivered on or by the due date and (without prejudice to its other rights) the Seller may may: 8.7.1 store or arrange for storage of the Goods until actual delivery or sale in accordance with Condition 8.7.3 and charge the Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following ; and/or 8.7.2 recover from the Buyer all wasted transport costs resulting from the Buyer’s refusal or failure to take delivery of the Goods when tendered for delivery; and/or 8.7.3 following written notice to the Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the Price of the Goods under the Contract, having taken into account any charges related to the sale and any charges referred to in Conditions 8.7.1 and 8.7.2. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing by 6.1 The Goods shall be delivered to, and the partiesServices shall be performed at, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified Delivery Address on the date or within the period stated in the Order Confirmation(as the case may be), in either case during IAC's usual business hours. 4.2 Any dates quoted for 6.2 Where the date of delivery of the Goods or performance of the Services are approximate onlyis to be specified after the placing of the Order, and the Seller shall give IAC reasonable notice of the specified date. 6.3 The time of delivery is not of the essenceGoods and performance of the Services is of the essence of the Contract. 4.3 In 6.4 A packing note quoting the event number of delay in delivery, Buyer shall give written notice to Seller requiring the Order must accompany each delivery or consignment of the Goods and must be displayed prominently. 6.5 If the Goods are to be made within 14 days. Subject delivered, or the Services are to Condition 4.4be performed by instalments, if Seller fails to fulfil the delivery within 14 days, Buyer Contract will be treated as a single Contract and not severable. 6.6 IAC shall be entitled to cancel reject any Goods delivered which are not in accordance with the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods Contract, and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for deemed to have accepted any delay Goods until IAC has had a reasonable amount of time (having regard to the nature and quality of the Goods and in any event being not less than 2 Working Days) to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparent. 6.7 The Seller acknowledges that precise conformity of the Goods with the Contract is of the essence of the Contract, and accordingly IAC shall be entitled to reject the Goods if they are not in conformity with the Contract, however slight the breach may be. 6.8 The Seller shall supply IAC in good time with any instructions or other information required to enable IAC to accept delivery of the Goods and performance of the Services. 6.9 IAC shall not be obliged to return to the Seller any packaging or Services where Buyer failed to provide written notice in accordance with Condition 4.3 packing material for the Goods, whether or for not any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable Goods are accepted by IAC. 6.10 If the Goods are not delivered or the Services to be supplied are not performed on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and then, without limiting any other remedy, IAC shall be entitled to deduct from the Price or (if IAC has paid the Price) to claim from the Seller may charge Buyer by way of liquidated damages for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any delay 2% of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer Price for any shortfall below the Price of the Goods under the Contractevery week’s delay. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 10.1. Any delivery date indicated by Synertech Innovations shall merely be regarded as the estimated date of delivery and shall not bind Synertech Innovations to effect delivery on or near such date. 10.2. The customer shall accept delivery whenever it is tendered and shall not be entitled to resile from the agreement nor to withhold or defer any payment nor to a reduction in price nor to any other right or remedy against Synertech Innovations (whether for losses, costs, damages, expenses, interest or otherwise) on account of delays in effecting delivery, partial delivery or non-delivery, whether occasioned by any negligent (including grossly negligent) act or omission attributable to Synertech Innovations. 10.3. If delivery of any particular order is to be effected in consignments, Synertech Innovations shall not be obliged to deliver any part of the order until the purchase price which is due in respect of the part of the order which has already been delivered has been paid (also refer to paragraph 18.2. 10.4. If the goods are to be delivered by road, the customer shall be obliged to procure that the delivery destination shall be easily accessible to road transport vehicles. Unless specifically quoted for the cost of goods does not include delivery or transport costs. The customer shall be responsible for off-loading the goods at the delivery destination at the customer’s risk and costs. If the goods are to be transported by rail, the customer, at his risk, shall be responsible for collection of the goods at the railhead and the goods shall be regarded as delivered, if Synertech Innovations has agreed otherwise to deliver it at the railhead, when Synertech Innovations delivers it to the railhead to be so transported. 10.5. If Synertech Innovations agrees to engage a third party to transport the goods, then Synertech Innovations is hereby authorized to engage a third party of its choice on the customer’s behalf and on the terms deemed fit by Synertech Innovations, at the costs and risk of the customer to collect the goods (which shall constitute delivery when it is so collected) and transport it to the Customer. The customer hereby indemnifies Synertech Innovations against any costs and claims that may arise against Synertech Innovations from such engagement. 10.6. The customer shall be obliged to inspect all goods upon delivery and shall endorse the delivery note as to any missing or damaged goods and the onus of proof of any missing or damaged goods shall rest on the customer. No claims for missing or damaged goods shall be valid unless the delivery note has been endorsed as aforesaid and unless, in addition, the customer notifies Synertech Innovations in writing by within 3 business days of the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not goods of the essenceclaim in question and specifying the goods relating to such claim. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days10.7. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer The customer shall be entitled obliged to cancel the Order. Seller’s liability for such non-furnish all information necessary to enable delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not goods to be liable for any delay in delivery of effected. If the Goods customer fails or Services where Buyer failed refuses to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, furnish the information, licences delays, or authorisations fails or refuses to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses take delivery or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time deliverymake payment, the Goods will goods shall notwithstanding the provisions of clause 7 be deemed to have been delivered to the customer forthwith. The customer shall be obliged to collect the relevant goods from Synertech Innovations at his risk and costs. The risk in and to the goods shall pass to the customer on the deemed date of delivery and Synertech Innovations shall, in addition to any other rights it may have, be entitled to charge the customer for the storage of the goods at a storage rate of 1% per month or portion thereof calculated on the value of the goods stored as from the date of delivery until the date it is collected by the due date customer and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contractpayable before collection thereof. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise 7.1. The Goods shall be delivered in writing by accordance with the partiesterms stated overleaf. Where the terms of delivery are not stated overleaf, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any dates quoted for then delivery of the Goods or performance of Services shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are approximate onlyready for collection or, and time of if some other place for delivery is not of agreed by the essenceSeller, by the Seller delivering the Goods to that place. 4.3 In 7.2. The date for delivery as stated overleaf is only an estimate and the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in writing. The Goods may be delivered or Services where Buyer failed shipped by the Seller in advance of the date of delivery stated overleaf on giving reasonable notice to provide written notice the Buyer. 7.3. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with Condition 4.3 these Terms or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated. 7.4. If the Seller fails to deliver the Goods (or any instalment) for any delay that is caused by: (i) a reason other than any cause due to Force Majeure Event or (ii) the Buyer’s failure fault, and the Seller is accordingly liable to provide Seller with adequate instructionsthe Buyer, information, licences or authorisations the Seller’s liability shall be limited to enable the Goods or Services excess (if any) of the cost to be supplied on time the Buyer (“Delivery Information”)in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods. 4.5 7.5. If the Buyer refuses or fails to take delivery of the Goods when they are ready for or fails to give the Seller adequate delivery instructions prior to delivery (otherwise than by reason of the Seller’s fault) then, without limiting any other right or remedy available to provide any Delivery Information to enable on time deliverythe Seller, the Seller may: (a) store the Goods will be deemed to have been delivered by until actual delivery and charge the due date and Seller may charge Buyer for all related the reasonable costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also ) of storage; or (b) sell any of the Goods at the best price reasonably readily obtainable in and (after deducting all reasonable storage and selling expenses) account to the circumstances and Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the Price of the Goods price under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing by For dock delivery, included with the partiesFinal Offtake Nomination VMSC is to provide Seller all necessary shipping instructions, all Goods are delivered FCA including without limitation, the identity and quantity of the Product and the tentative arrival date(s) (“Free carrier” Arrival Notice”). Upon receipt of VMSC’s shipping instructions, Seller will advise VMSC as defined in INCOTERMS 2020®) at to the place specified in specific dock for delivery. If Seller will not be able to deliver VMSC’s product on the Order Confirmation. 4.2 Any dates quoted for delivery communicated arrival date, Seller will advise as to the earliest time when VMSC’s product may be delivered over the dock. VMSC will use commercially reasonable efforts to ensure that confirmation of the Goods or performance of Services are approximate only, arrival date and time of delivery is not a vessel will be communicated to Seller by VMSC’s carrier at intervals of at least 24 and 12 hours in advance of the essence. 4.3 In anticipated date and time of arrival of the event vessel. Such communication may be effected by telephone, e-mail or facsimile. The following represents Buyer’s non-binding estimation of delay in delivery, Buyer shall give written notice to Seller requiring the delivery ratable loading schedule for those products to be made within 14 daysdelivered via the Refinery docks and are included in the volumes set forth on Schedule 2.6. Subject [***] BPD RUL • [***] barrel vessel arriving approximately every [***] days [***] BPD LCO • [***] barrel vessel arriving approximately every [***] days [***] BPD SRD • [***] barrel vessel day 1 and every [***] days thereafter • [***] barrel vessel day 3 and every [***] days thereafter • [***] barrel vessel day 6 and every [***] days thereafter Seller agrees to Condition 4.4exercise reasonable diligence to provide a safe berth at its owned facilities to which vessels may proceed, if at which they may lie, at which they may discharge, and from which they may depart always safely afloat at all stages of the tide. Seller fails also agrees to fulfil the delivery within 14 daysprovide free and maintain in good working order, Buyer shall be entitled to cancel the Order. all of Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses facilities (including hoses, pipelines, and tankage, as well as labor and supervision) necessary on shore for demurrage claims, wasted transport, storage and insurance)loading. Following written notice to Buyer, Seller may also sell any of Product Bbls/day Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun RUL [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] PUL [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] LCO [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] SRD [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] RUL [***] [***] [***] RUL Ultra Low Sulfur [***] [***] [***] Jet Fuel [***] [***] [***] Light Cycle Oil (LCO) [***] [***] [***] High Sulfur No. 2 Oil Blendstock (SRD) [***] [***] [***] Butane/Butylene [***] [***] [***] Poly C4 [***] [***] [***] Normal Butane [***] [***] [***] LPG Mix [***] [***] [***] Propane/Propylene [***] [***] [***] High Sulfur Slurry [***] [***] [***] Low Sulfur Atmospheric Tower Bottoms [***] [***] [***] Ammonium Thiosulfate [***] [***] [***] July 2008 n/a n/a August 2008 n/a n/a September 2008 n/a n/a October 2008 n/a n/a November 2008 n/a n/a December 2008 n/a n/a January 2009 n/a n/a February 2009 Reformer (10-day outage) LRU (10-day outage) Xxxx Unit (17-day outage) Exact days are TBD No effect on Product availability provided that naptha can be exported from the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which refinery March 2009 n/a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.n/a April 2009 n/a n/a May 2009 n/a n/a June 2009 n/a n/a

Delivery. 4.1 Unless agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller Xxxxxx shall not be liable for any damage as a result of any non-delivery or delay due to any cause beyond Xxxxxx’x reasonable control, including, without limitation, an act of God; act of Purchaser; embargo; other government act, regulation or request; fire; accident; strike; war; boycott; pandemic; slowdown; riot; or delay in transportation or inability to obtain necessary labor, materials, or manufacturing facilities. Under no circumstances will Xxxxxx be liable to Purchaser or any third party for claims related to the late delivery of goods. Xxxxxx reserves the Goods or Services right to substitute suitable alternative materials and components where Buyer failed necessary. Where the services are to be performed on Purchaser’s premises, Purchaser agrees to provide written notice Xxxxxx on a timely basis with such access, machine downtime, utilities and equipment as Xxxxxx shall reasonably require in order to perform the services in accordance with Condition 4.3 the Agreement. If Purchaser fails to perform its obligations or shall fail to perform them in a timely manner, Purchaser acknowledges and agrees that Xxxxxx shall be entitled to delay performance of the services, without penalty or liability of any kind, until such time as Purchaser has complied in all respects with its obligations and to increase the price for the services to reflect any delay that is increased cost to Xxxxxx caused by: (i) a Force Majeure Event or (ii) Buyerby Purchaser’s failure to provide Seller with adequate instructionsperform or late performance. If delivery is delayed or deferred by Purchaser beyond the scheduled date, informationpayment shall be due in full when Xxxxxx is prepared to ship the goods or perform the services. The goods may thereafter, licences at Xxxxxx’x option, be stored at the risk and expense of Purchaser. If the applicable purchase order bears the notation “Customer Pick-Up” or authorisations to enable if Purchaser is otherwise required under the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails terms of the applicable purchase order to take delivery of any goods from any Xxxxxx facility, Xxxxxx will notify Purchaser when such goods or any portion of such goods are available for receipt by Purchaser or its freight carrier and Purchaser or its designated freight carrier shall take delivery of such goods or any portion of such goods within five (5) calendar days of receipt of such notice. If Purchaser does not take delivery of such goods or any portion of such goods within five (5) calendar days of receipt of such notice, then Xxxxxx shall have the Goods when they are ready for right, at its election, to ship the goods or any portion of such goods directly to Purchaser at Purchaser’s sole expense or, alternatively, to store such goods or any portion of such goods at any Xxxxxx facility subject to handling and storage fees reasonably determined by Xxxxxx. Xxxxxx may at certain times provide goods or services to Purchaser prior to the issuance, delivery or and acceptance of a corresponding purchase order. In such cases, Xxxxxx will notify Purchaser that these Terms and Conditions shall apply to provide any Delivery Information to enable on time delivery, the Goods will such transactions and Purchaser shall be deemed to have been delivered by the due date accepted such Terms and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any Conditions upon Xxxxxx’x delivery of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price goods or performance of the Goods under the Contractservices. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to BuyerXxxxx, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing by The Supplier shall provide the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place Services specified in the Purchase Order Confirmation. 4.2 Any dates quoted for to the Site(s) in accordance with the Milestones. The Supplier shall deliver the Products specified in the Purchase Order to the Delivery Location on the Delivery Date. Delivery of the Products shall be complete on the completion of the unloading of the Products at the Delivery Location (Delivery). Title and risk in the Products shall pass to L&P on Delivery. The Supplier shall not deliver the Products by instalments except with the prior written consent of the L&P. If the Products are not delivered on the specified Delivery Date then without limiting any other right or remedy L&P may have, L&P may: refuse to take any subsequent attempted delivery of the Goods or performance of Services are approximate only, Products; terminate the Agreement with immediate effect; obtain substitute products from another supplier and time of delivery is not of recover from the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding Supplier any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses reasonably incurred by Buyer L&P in obtaining replacement goods such substitute products; and subject to clause 16 (Limitation of similar description and quality in the cheapest market availableliability), less the Price of the relevant Goods. 4.4 Seller shall not be liable claim damages for any other costs, expenses or losses resulting from the Supplier's failure to deliver the Products on the Delivery Date, provided that the Supplier shall have no liability for any failure or delay in delivering the Products to 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 the Goods Products on the specified Delivery Date, then, except where such failure or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s by the Supplier's failure to provide Seller comply with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time deliveryits obligations under this Agreement, the Goods will Order shall be deemed to have been delivered by at 9.00am on the due date Delivery Date and Seller may the Supplier shall store the Products until delivery takes place, and charge Buyer L&P for all reasonable related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to BuyerEach Delivery of Products shall be accompanied by a delivery note from the Supplier showing the Purchase Order number, Seller may also sell any date of the Goods Purchase Order and type and quantity of Products included in the delivery. 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 returns shall be at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the ContractSupplier's expense. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed Delivery shall be Delivered Duty Paid (DDP) Incoterms® 2010 at XXXXX’x designated place of delivery stated on the purchase order. 5.1. Supplier will deliver acceptable goods and services in strict conformity with any delivery schedule set forth in any purchase order, subject to any delays as a result of any force majeure, or other circumstance or event beyond the reasonable control of Supplier. Supplier will bear the cost of any normal (except to the extent explicitly specified otherwise under the relevant purchase order) or extraordinary (in writing by any case) shipping charges necessary to meet the parties, all Goods delivery schedule specified in any purchase order. 5.2. The purchase order delivery schedule and quantities are delivered FCA (“Free carrier” as defined to be strictly adhered to. Supplier will not deliver any goods or render any services in INCOTERMS 2020®) at advance of the place schedule specified in the Order Confirmation. 4.2 Any dates quoted relevant purchase order, and will not order materials or services necessary for delivery of the Goods goods or performance rendering of Services are approximate onlyservices to XXXXX in advance of Supplier's normal and reasonable order requirements ("flow-time"). Any goods delivered to XXXXX in advance of schedule may be returned by XXXXX to Supplier at Supplier's cost, and time of will be stored by Supplier at Supplier's cost. Any deviation from the delivery is not schedule and/or delivery quantities may result in the complete or partial return of the essence.delivered product. Further, any delivery containing less than the scheduled delivery quantity may have payment withheld until the balance of the parts are delivered. Public 8.4.3-F044, Rev 1/2018 4.3 In 5.3. At XXXXX’x option and sole discretion, should Supplier fail to deliver any goods ordered under an Order by XXXXX within the event delivery date for reasons other than those set forth in Section 28 (Force Majeure), in consideration of the difficulties in calculating the damages which any such delay would cause to XXXXX, Supplier shall pay to XXXXX, as liquidated damages, a sum equal to one-half percent of the price of the delayed goods for each complete day of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4or, if Seller fails greater, any amount of liquidated damages XXXXX owes to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods its customer as a result of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) BuyerSupplier’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services timely deliver. The total amount to be supplied on time (“Delivery Information”paid by the Supplier to XXXXX as liquidated damages shall not exceed twenty percent of the price of the delayed good(s). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless 3.2.1 All Products shipped domestically (i.e., within the U.S.) shall be shipped to the location expressed on the Purchase Order, via FCA Xxxxxxxx’x manufacturing facility (INCOTERMS 2020). All Products shipped internationally shall be shipped to the location expressed on the Purchase Order, via Ex Works Xxxxxxxx’x manufacturing facility (INCOTERMS 2020). Xxxxxxxx shall (a) pack each of the Products in a manner suitable for export shipment, (b) arrange for shipment of the Products and (c) place the Products on a common carrier for shipment and shall promptly forward the full set of requisite shipping documents to Buyer. Accordingly, title to the Products and risk of loss thereof shall transfer to Buyer upon delivery to such common carrier. All shipments shall be accompanied by a packing slip that describes the Products, states the Purchase Order number, part number and quantity delivered and shows the shipment’s destination. Disposal of all packaging and packing materials is Buyer’s responsibility. For clarity, Xxxxxxxx shall manufacture Products solely at its facility in Reno, Nevada, except as expressly set forth in the applicable Project Work Scope Schedule or otherwise mutually agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order ConfirmationParties. 4.2 Any dates quoted 3.2.2 In order for delivery of the Goods or performance of Services Xxxxxxxx to ensure that all Products are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in deliveryshipped timely, Buyer shall give written notice submit a completed Site Requirement form as referenced within Exhibit 5 to Seller requiring Xxxxxxxx at least 30 days prior to the delivery date. Failure to do so may cause a delay in shipping of Product, for which Xxxxxxxx shall not be liable. 3.2.3 When assistance from third party riggers is required to assist with placement of Instruments the expense will, to the extent incurred by Xxxxxxxx, be added to the respective invoice and be the responsibility of Buyer. 3.2.4 For shipments of Products requested by Buyer to be made within 14 days. Subject delayed by more than 60 days in accordance with section 2.5.3, the Parties agree that (a) as to Condition 4.4Instruments, if Seller fails Buyer is permitted to fulfil the delivery within 14 daysreschedule shipment of up to two Instruments at no additional charge, (b) for each Instrument, Buyer shall be entitled responsible to cancel pay Xxxxxxxx a monthly storage fee of $[***] USD per unit that is not shipped on or by the Order60th day, and (c) as to Consumables, Buyer is permitted to reschedule shipment at no additional charge. Seller’s liability for Buyer shall remit payment of such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and charges applied in this section 3.2.4 (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price within 45 days of the relevant Goodsdate of receipt of an applicable invoice from Xxxxxxxx following the applicable storage. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s sole liability and Buyer’s exclusive remedy for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) reimbursing Buyer for the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in quality, at the cheapest lowest available market availableprice, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.with

Delivery. 4.1 Unless agreed otherwise in writing The Company shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the partiesdate of the Order, all relevant Buyer and Company reference numbers, the type and quantity of the Goods are (including code number of the Goods, where applicable), the total weight of the Goods being delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in and, if the Order Confirmationis being delivered by instalments, the outstanding balance of Goods remaining to be delivered (the “Delivery Note”). 4.2 The method of delivery will be stated on the Order Acknowledgment and this should be interpreted in accordance with INCOTERMS 2020. 4.3 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Buyer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 4.3 In 4.4 If the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller Company fails to fulfil deliver the delivery within 14 daysGoods, Buyer its liability shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price price of the relevant Goods. 4.4 Seller . The Company shall not be liable have no liability for any delay in delivery of failure to deliver the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay the extent that such failure is caused by: (i) by a Force Majeure Event or (ii) the Buyer’s failure to provide Seller the Company with adequate instructions, information, licences delivery instructions or authorisations any other instructions that are relevant to enable the Goods or Services to be supplied on time (“Delivery Information”)supply of the Goods. 4.5 If The Company may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Buyer refuses or fails to take delivery cancel any other instalment. 4.6 When the Company delivers the Goods the Buyer will be required to sign the Delivery Note to confirm delivery. Signing of the Delivery Note by, or on behalf of, the Buyer is proof that the Goods when they delivered are ready for delivery or to provide any of the correct quantity and quality. In the event that the Delivery Information to enable on time delivery, Note is not signed by the Buyer then the Goods will be deemed delivered in accordance with the INCOTERMS 2020. If the Buyer discovers there is a discrepancy between the Delivery Note and those Goods which it has accepted the Buyer must inform the Company in writing by email within the following time scales: (a) if the total weight of the Goods, as stated on the Delivery Note, is 500kg or less then within one (1) Working Day; or (b) if the total weight of the Goods, as stated on the Delivery Note, is more than 500kg but less than 3000kg then within two (2) Working Days; or (c) if the total weight of the Goods, as stated on the Delivery Note, is 3000kg or more then within one (1) week. 4.7 The Buyer agrees that in the event of a valid claim for non-delivery, loss or damage to have been delivered by the due Goods, the Company may at its sole discretion either reprocess or replace the Goods at its own expense but shall then be under no further liability in connection with such non-delivery, loss, damage or non-compliance. 4.8 All requests for proof of delivery must be made within a period of 21 days following the date and Seller may charge of the invoice. 4.9 If for any reason the Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice is unable to Buyer, Seller may also sell any accept delivery of the Goods at the best price reasonably obtainable in time when the circumstances and charge Buyer Goods have been notified as ready for any shortfall below delivery, the Price Company may, at the cost of the Buyer, at its sole discretion store the Goods under at the Contract. 4.6 If Seller's delivery note or package labelling states risk of the Buyer and take all reasonable steps to safeguard and insure them, provided that the Packages in which the Goods are delivered are returnable to Seller, such Packages Buyer shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsimmediately informed thereof.

Delivery. 4.1 Unless agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. Buyer will provide at its expense adequate and appropriate equipment and manual labour for off-loading the Goods. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed Generally, and unless otherwise expressly established in writing writing, the sale will be made “Ex Works”, i.e., GOIZPER will provide the goods to the Customer – or to the haulage contractor hired by the partieslatter to transport goods to their facilities - in the facilities of GOIZPER. From that moment, all Goods are delivered FCA expenses (“Free carrier” transport, insurance, customs, etc.), as defined in INCOTERMS 2020®) at well as the place specified risks of damage or loss of goods, shall be met by the Customer. For such purposes, the provision of the goods shall be understood as depositing them in the Order Confirmation. 4.2 Any facilities of GOIZPER and the corresponding notice to the customer or, in their absence, the 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 date communicated by GOIZPER without the Customer – or their haulage contractor – having picked up the goods from the facilities of GOIZPER. GOIZPER will never offer closed, final and/or binding delivery dates. In this regard, all delivery dates quoted indicated by GOIZPER will only be approximate and communicated by GOIZPER in good faith and solely for the purpose of facilitating a smooth business relationship. As a result, GOIZPER will not assume any direct or consequential liability for any type of losses or damages arising from the delivery of goods before or after the Goods or performance of Services are approximate only, and time of estimated delivery is not of the essence. 4.3 date communicated in a non-binding manner. In the event of any delay by the Customer in deliveryreceiving the goods provided in the aforementioned terms, Buyer shall give written notice GOIZPER reserves the right to Seller requiring claim from the delivery Customer the payment of an amount equivalent to be made within 14 daysthe 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. Subject to Condition 4.4, if Seller fails to fulfil If the delivery within 14 delay continues for a period of more than ninety (90) days, Buyer shall be entitled GOIZPER may make use of them at its free will, without prejudice to cancel the Order. Seller’s liability for such non-delivery will be limited right of GOIZPER to (a) refunding any sums which Buyer has paid for request the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price payment of the relevant Goodsstorage costs indicated herein. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery Time is of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in 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 give 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 Seller requiring Buyer of any anticipated delay and the anticipated actual time for late delivery (hereinafter referred to as “Grace Period”- Grace period cannot be made within 14 longer than eight (8) calendar days). Subject The Parties further acknowledge and agree that the following liquidated damages are believed to Condition 4.4, if Seller fails represent a genuine estimate of the loss that would be suffered by Buyer by reason of any late deliveries (which losses would be difficult or impossible to fulfil the delivery within 14 days, calculate with certainty) and are neither intended as a penalty nor operate as a penalty. Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to assess two (a2) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price percent of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery purchase price of the Goods late delivered Deliverable for each full calendar day of late delivery starting on the day after the Delivery Date or Services where Buyer failed Grace Period as liquidated damages. Notwithstanding the foregoing, unless Section 22. Force Majeure applies, if Supplier fails to provide written notice properly deliver the Deliverables, Buyer, in accordance with Condition 4.3 its sole discretion, may do one or for any delay that is caused bymore of the following: (i) a Force Majeure Event cancel the PO in whole or in part; (ii) Buyer’s failure return previously delivered Deliverables which were ordered in connection with the canceled PO and which are no longer needed; (iii) cancel any current PO(s) pursuant to provide Seller with adequate instructions, information, licences or authorisations which Buyer had ordered which was related to enable the Goods or Services canceled PO and which is no longer needed as a result of such cancellation; (iv) declare Supplier to be supplied in default; (v) purchase replacement Deliverables from another source at Supplier’s sole cost and expense; or (vi) insist on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take compliance with the terms and conditions of this PO by Supplier. Unless otherwise agreed upon in writing between the parties, delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods Deliverables will be deemed made pursuant to have been delivered by " FCA Supplier’s facility (Incoterms 2020)". Title to the due date and Seller may charge Deliverables shall be transferred to Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice upon delivery of the Deliverables to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless otherwise agreed otherwise between MARELLI and Supplier, Supplier shall deliver, and MARELLI shall accept, the Products in accordance to the terms and standards, defined in the International Commercial Terms (Incoterms 2020) of the International Chamber of Commerce as designated and specified in the Purchase Order. 4.2 MARELLI may issue one or more Purchase Order(s) to Supplier specifying, including, but not limited to, the quantities of the Products to be purchased and the required deliver dates. 4.3 Supplier shall deliver the Products to MARELLI in the quantity and by the time specified by MARELLI. Supplier’s obligations relating to the time for production and/or delivery of the Products are integral parts of and constitute conditions of this Agreement. In the event that the delivery of the Products to MARELLI is likely to be delayed, Supplier shall notify MARELLI thereof in advance; provided that such notice shall not release Supplier from its liabilities for all costs, losses and consequential damages resulting from incomplete or delayed delivery; without prejudice to MARELLI’s other available rights and remedies, MARELLI shall have the right to reject in whole or in part the delivery of the Products. Supplier is responsible for all costs (including those arising out of currency fluctuations) and losses (including loss of profits), as reasonably calculated by MARELLI, due to incomplete or delayed delivery. 4.4 Shipments in excess of quantities specified by MARELLI may be returned to Supplier, and Supplier shall pay MARELLI for all return handling and transportation expenses. MARELLI reserves the right to accept, at its sole discretion, in whole or in part, any Products delivered in excess of those specified by MARELLI and may, but shall not be obliged to, make such payment as MARELLI considers appropriate in respect of the excess Products. MARELLI shall not be obliged to give notice to Supplier of its acceptance or rejection of any Products delivered in excess of those specified. 4.5 MARELLI reserves the right, at its sole discretion, to place emergency orders in addition to regular orders placed from time to time under this Agreement or to require Supplier to deliver the Products earlier than the time originally specified by MARELLI. In any such case Supplier shall use its best efforts to comply with such emergency orders or revised timetable. 4.6 Supplier shall timely and accurately fulfill all requests by MARELLI, or its designated agents, for country of origin certification for all Products supplied to MARELLI whether or not preferential origin or tariff treatment applies. This includes, for example, but without limitation, national or international certifications and data for various and applicable Free Trade Agreements, Generalized System of Preferences, Average Fuel Economy and Labeling etc. 4.7 Partial deliveries are not allowed, unless so agreed in writing by the partiesParties. 4.8 Supplier shall supply, together with the delivery, all Goods are delivered FCA necessary documents needed for Products usage (“Free carrier” as defined for example, user, technical and installation manuals, warranties, etc.). 4.9 Where not otherwise specified in INCOTERMS 2020®) writing, carriage of Products shall be fully at Supplier's own risk and expense. 4.10 In the event of: 1. missed or delayed or not compliant delivery at the fault of the Supplier; 2. delivery at a place different from the one specified by MARELLI, MARELLI shall have, in its sole discretion, the Order Confirmationright to procure elsewhere, at any time, in whole or in part, the Products ordered, at Supplier’s cost and risks, which shall be quantified and communicated to Supplier. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 4.11 In the event of delay any actual or potential supply disruption, the Supplier must immediately provide at least the following information: 1) Impacted parts including part numbers 2) Current coverage in deliveryyour stock 3) The extent of expected impact to MARELLI, Buyer shall give written notice including volumes; and 4) Countermeasures that Supplier is implementing, at its own cost, to avoid or mitigate supply disruptions. Supplier acknowledges that failure, missed, delayed, or non-conforming delivery may result in damages to MARELLI beyond the cost of replacement Products, including but not limited to, those related to underutilized fixed costs, unused labor, costs related to failure to launch programs or costs imposed by Customers for its missed, delayed or non- conforming delivery and agrees that as all such costs may be charged to Seller requiring by MARELLI. MARELLI reserve all rights to recovery any additional costs, expenses, expenses, damages, losses, including lost profits as well as other costs that Marelli has or may incur due to any breach by your company. 4.12 In any case and without prejudice to any further right or remedy, MARELLI shall have the delivery right, but not the obligation, to be made within 14 days. Subject charge to Condition 4.4Supplier an amount equal to 1.5% of the total value of the delayed Products shipments for every 5 business days of delay, if Seller fails provided that the maximum amount of such additional charges, applicable from time to fulfil time to any single delay may not exceed 10% of the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for value of the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price Products. This amount represents a simple estimate of the relevant Goods. 4.4 Seller damage agreed in advance by MARELLI and by Supplier and shall not be liable preclude the right to MARELLI to claim compensation for any delay in delivery of the Goods or Services where Buyer failed further damage and, to provide written notice in accordance terminate, with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructionsimmediate effect, informationby communication, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”)this Agreement. 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless 6.1 Except as otherwise agreed otherwise by both parties in writing by the parties, all Goods are delivered FCA EXW (“Free carrier” ex works) Seller’s manufacturing plant stated in the relevant purchase order. EXW (ex works) is as defined in INCOTERMS 2020®2010. The Buyer will provide at its expense adequate and appropriate equipment and manual labour for loading or off-loading (as appropriate) at the place specified in the Order ConfirmationGoods. 4.2 Any 6.2 All delivery dates quoted and times are estimates and not legally binding on the Seller, which will use its reasonable endeavours to make available for collection or deliver (as appropriate) on time. If no delivery of the Goods or performance of Services dates and/or times are approximate onlyspecified, and time delivery will be within a reasonable time. Time of delivery is will not be of the essence. 4.3 6.3 The Seller will be deemed not to be in breach of the Contract, and (for the avoidance of doubt) will not be liable in contract, tort or otherwise howsoever and whatever the cause thereof, to the Buyer for any direct, indirect or consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, depletion of goodwill and similar), costs, damages, charges or expenses caused directly or indirectly by any delay or failure in the delivery of the Goods (even if caused by the Seller’s negligence) except as set out in this Condition 8 and in the case of its wilful default or fraud. 6.4 Any additional costs incurred by the Seller for express deliveries undertaken at the request of the Buyer are for the account of the Buyer and will be added to the Prices and invoiced in accordance with Condition 13.2. 6.5 Any delay in delivery will not entitle the Buyer to cancel the purchase order. The Seller shall be entitled to perform two different delivery attempts should the first attempt fail due to a reason attributable to the Seller. In the event of delay in deliverythe second attempt also fails, due to a reason attributable to the Seller, the Buyer shall give be entitled to withdraw the purchase order provided the Buyer has given 15 days’ written notice to the Seller requiring the delivery to be made and the Seller has not fulfilled the delivery within 14 daysthat period. If the Buyer cancels the purchase order in accordance with this Condition 6.5 then: 6.5.1 the Seller will refund the Buyer any sums which the Buyer has paid to the Seller in respect of that purchase order or part of the purchase order which has been cancelled; and 6.5.2 the Buyer will be under no liability to make any payments under Condition 13 in respect of that purchase order or part of the purchase order which has been cancelled. 6.6 Subject to Condition 4.411, if Seller fails to fulfil in the event of non-delivery within 14 days, of the Goods following the service of a written notice by the Buyer shall be entitled to cancel under Condition 6.5 the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of . If the Goods or Services where Buyer failed fails to provide written notice of non-delivery in accordance with Condition 4.3 or 6.5, the Seller shall have no liability whatsoever to the Buyer for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable such non-delivery and the Goods or Services to Buyer shall be supplied on time (“Delivery Information”)liable for the Price of the Goods. 4.5 6.7 If the Buyer refuses or fails to take delivery of any of the Goods when they are ready or tendered for delivery (as appropriate) or to provide any Delivery Information instructions, documents, licences or authorisations required to enable the Goods to be delivered on time delivery(except solely on account of the Seller’s default), the Goods will be deemed to have been delivered on or by the due date and (without prejudice to its other rights) the Seller may may: 6.7.1 store or arrange for storage of the Goods until actual delivery or sale in accordance with Condition 6.7.2 and charge the Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following ; and/or 6.7.2 following written notice to the Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the Price of the Goods under the Contract, having taken into account any charges related to the sale and any charges referred to in Condition 6.7.1. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless Where the Goods are to be sourced by the Supplier from a country outside the United Kingdom the provisions of Clause 4.1 – 4.3 will (subject to any special terms agreed otherwise in writing by between the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at apply despite any other provision of the place specified in the Order ConfirmationContract. 4.2 Unless otherwise agreed in writing (email, letter, quotation or order acknowledgement) the currency for the Price will be pounds sterling. 4.3 The Supplier shall deliver the Goods to the Customer using the manner of Delivery nominated in the Supplier’s Quotation under the International Chamber of Commerce's (ICC) Incoterms® Rules 2020 (Incoterms® 2020) and the Supplier shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979; 4.4 The Goods are to be Delivered in accordance with the ICC terms agreed between the parties or as stated in the quotations if not otherwise agreed where each term is defined in Incoterms® 2020 4.5 Any dates quoted for delivery of the Goods or performance of Services Delivery are approximate only, and the time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller The Supplier shall not be liable for any delay in delivery of the Goods or Services where Buyer failed caused by: (a) a Force Majeure Event; or (b) the Customer's failure to provide written notice the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods including without limitation, seeking to vary the rule under Incoterms® 2020 applying to Delivery; or (c) the inability of the Supplier for whatever reason to arrange carriage on commercial terms or at all. (d) customs withholding clearance of the Goods or delaying clearance of the goods (whereupon any demurrage will be shared equally with Customer unless the clearance delay is that of the Customer or the products being shipped whereupon Customer will bear the costs in accordance with Condition 4.3 or full) 4.7 If the Supplier fails to Deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of exact description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any delay failure to Deliver the Goods to the extent that such failure is caused by: (i) by a Force Majeure Event or (ii) Buyer’s the Customer's failure to provide Seller the Supplier with adequate instructions, information, licences delivery instructions or authorisations any other instructions that are relevant to enable the supply of the Goods. 4.8 If the Customer fails to collect the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or Services delay is caused by a Force Majeure Event: (a) Subject to be supplied on time (“the relevant Incoterms® 2020, Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will shall be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.completed at

Delivery. 4.1 Unless The Supplier shall deliver the Goods to the Delivery Location during Get Living’s normal business hours on the Delivery Date, or on such other date as agreed otherwise in writing by with Get Living. In the partiesevent that the Supplier has failed to deliver the Goods within 7 days of the Delivery Date (or such other date as agreed with Get Living), all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in Get Living may rescind the Order Confirmationand, to the extent relevant, Supplier shall refund the Charges in respect of those Goods. 4.2 Any dates quoted for delivery Delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel completed on the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods completion of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any unloading of the Goods at the best price reasonably obtainable Delivery Location. 4.3 Where it is agreed by Get Living in writing and in advance that the circumstances Goods may be delivered by instalments, they may be invoiced and charge Buyer paid for any shortfall below the Price separately. 4.4 If Get Living fails to accept delivery of the Goods on the specified Delivery Date during Get Living’s normal business hours then, except where such failure or delay is caused or contributed to by the Supplier’s failure to comply with its obligations under this Agreement, the ContractSupplier shall store the Goods until actual delivery takes place and may charge Get Living for the reasonable costs and expenses of such storage. 4.5 Each Delivery shall be accompanied by a delivery note from the Supplier showing the order number, the date of the Order, the type and quantity of Goods included in the Delivery and, in the case of an Order being delivered by instalments, the outstanding balance of Goods remaining to be delivered. 4.6 If Seller's the Supplier requires Get Living to return any packaging materials to the Supplier, that fact must be clearly stated on the delivery note or package labelling states that accompanying the Packages relevant Delivery, and any such returns shall be at the Supplier’s expense. 4.7 Risk in which the Goods are delivered are returnable shall pass to Seller, such Packages shall be returned Get Living on completion of Delivery in accordance with such instructionsclause 4.2. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due Title in the Goods shall pass to Get Living on Packages payment by Get Living for which a charge the Goods. This clause 4.7 is without prejudice to the rights of rejection that Get Living may have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsunder this Agreement.

Delivery. 4.1 Unless agreed otherwise in writing ArcherDX shall use its Commercially Reasonable Efforts to manufacture, ship, and deliver the quantities of Product ordered by MRK on the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place dates specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 daysMRK’s Purchase Orders. Subject to Condition 4.4the terms and conditions of this Agreement and the applicable Project Agreement, if Seller fails during the Term, ArcherDX will manufacture, or otherwise obtain, and will maintain, adequate inventories of components required for production of the Product. 10.9.1 All Product shall be delivered DDP (Incoterms 2010) Testing Lab. The carrier shall be selected by agreement between ArcherDX and MRK, provided that in the event no such agreement is reached, MRK shall select the carrier. Each shipment shall be insured for the benefit of MRK. All shipping and insurance costs, as well as any special packaging expenses, shall be paid by MRK. 10.9.2 All Product shall be packed and shipped to fulfil the delivery within 14 daysdestination(s) set forth in such Purchase Order in a manner consistent with the packaging and handling instructions of ArcherDX with respect to such Products, Buyer which may be amended from time to time by the written agreement of the Parties, and shall be entitled accompanied by the appropriate quality certificates. All Products shall be appropriately labeled with a traceable Lot number, date of production, or expiration date, and appropriately labeled to cancel reflect the intended use. The packing slip for the Products shall also contain: item number, quantity of Products, shipment date and ship to address as specified by MRK in its Purchase Order. SellerRisk of loss or damage and title to any Products shipped by or on behalf of ArcherDX to MRK or MRK’s liability for such non-designated delivery will be limited destination (including any Test Lab) shall both pass to (a) refunding any sums which Buyer has paid for MRK upon delivery to the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goodscommon carrier. 4.4 Seller 10.9.3 Upon request by MRK, ArcherDX shall not ship such Products to one or more clinical laboratory(ies) (including any Test Labs) or investigator(s) designated by MRK. In the case where MRK desires that such Products be liable for any delay in delivery of supplied to a Test Lab, as an alternative to MRK ordering such Product, such Products may be ordered at MRK’s direction directly by the Goods or Services where Buyer failed to provide written notice Test Lab placing an order with ArcherDX in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date Sections 10.5 and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance)10.8. Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages Such Products shall be returned in accordance with supplied, pursuant to the terms of this Agreement, and ArcherDX may at its sole discretion direct any invoice related to such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletssupply directly to MRK.

Delivery. 4.1 Unless agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. Buyer will provide at its expense adequate and appropriate equipment and manual labour for off-loading the Goods. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition Clause 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s sole liability and Buyer’s exclusive remedy for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) reimbursing Buyer for the reasonable and proper external costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in at the cheapest lowest available market availableprice, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition Clause 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 10.1. Any delivery date indicated by Synertech shall merely be regarded as the estimated date of delivery and shall not bind Synertech to effect delivery on or near such date. 10.2. The customer shall accept delivery whenever it is tendered and shall not be entitled to resile from the agreement nor to withhold or defer any payment nor to a reduction in price nor to any other right or remedy against Synertech (whether for losses, costs, damages, expenses, interest or otherwise) on account of delays in effecting delivery, partial delivery or non-delivery, whether occasioned by any negligent (including grossly negligent) act or omission attributable to Synertech. 10.3. If delivery of any particular order is to be effected in consignments, Synertech shall not be obliged to deliver any part of the order until the purchase price which is due in respect of the part of the order which has already been delivered has been paid (also refer to paragraph 18.2. 10.4. If the goods are to be delivered by road, the customer shall be obliged to procure that the delivery destination shall be easily accessible to road transport vehicles. Unless specifically quoted for the cost of goods does not include delivery or transport costs. The customer shall be responsible for off-loading the goods at the delivery destination at the customer’s risk and costs. If the goods are to be transported by rail, the customer, at his risk, shall be responsible for collection of the goods at the railhead and the goods shall be regarded as delivered, if Synertech has agreed otherwise to deliver it at the railhead, when Synertech delivers it to the railhead to be so transported. 10.5. If Synertech agrees to engage a third party to transport the goods, then Synertech is hereby authorized to engage a third party of its choice on the customer’s behalf and on the terms deemed fit by Synertech, at the costs and risk of the customer to collect the goods (which shall constitute delivery when it is so collected) and transport it to the Customer. The customer hereby indemnifies Synertech against any costs and claims that may arise against Synertech from such engagement. 10.6. The customer shall be obliged to inspect all goods upon delivery and shall endorse the delivery note as to any missing or damaged goods and the onus of proof of any missing or damaged goods shall rest on the customer. No claims for missing or damaged goods shall be valid unless the delivery note has been endorsed as aforesaid and unless, in addition, the customer notifies Synertech in writing by within 3 business days of the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not goods of the essenceclaim in question and specifying the goods relating to such claim. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days10.7. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer The customer shall be entitled obliged to cancel the Order. Seller’s liability for such non-furnish all information necessary to enable delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not goods to be liable for any delay in delivery of effected. If the Goods customer fails or Services where Buyer failed refuses to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, furnish the information, licences delays, or authorisations fails or refuses to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses take delivery or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time deliverymake payment, the Goods will goods shall notwithstanding the provisions of clause 7 be deemed to have been delivered to the customer forthwith. The customer shall be obliged to collect the relevant goods from Synertech at his risk and costs. The risk in and to the goods shall pass to the customer on the deemed date of delivery and Synertech shall, in addition to any other rights it may have, be entitled to charge the customer for the storage of the goods at a storage rate of 1% per month or portion thereof calculated on the value of the goods stored as from the date of delivery until the date it is collected by the due date customer and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contractpayable before collection thereof. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s sole liability and Buyer’s exclusive remedy for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) reimbursing Buyer for the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in at the cheapest lowest available market availableprice, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 a) Unless agreed otherwise in writing agreed, where the PURCHASER has nominated an address for delivery, the SUPPLIER must deliver the goods to that nominated address. b) The SUPPLIER bears responsibility for unloading goods at the point for delivery nominated by the partiesPURCHASER. c) The PURCHASER will provide adequate and proper facilities for the reception and storage of goods and warrants that those facilities comply with all relevant statutes or regulations, including health and safety regulations, and that all Goods necessary permits and licenses have been obtained for the storage of the goods. d) Where goods are delivered FCA (“Free carrier” as defined to the nominated, the SUPPLIER shall be deemed to have delivered the goods in INCOTERMS 2020®) at accordance with the place specified in Agreement if it obtains a receipt or signed delivery docket for the Order Confirmationgoods from a person authorised to accept the goods on behalf of the PURCHASER. 4.2 Any dates quoted for e) If the nominated address is unattended or if delivery cannot otherwise be effected or the goods cannot be dispatched due to any act, matter or thing beyond the control of the Goods or performance of Services are approximate onlySUPPLIER, the SUPPLIER must promptly advise the PURCHASER and time of delivery is not deliver the goods in accordance with the directions of the essencePURCHASER. 4.3 In f) If the event parties agree in writing, the SUPPLIER may supply goods and/or services in instalments and these Terms & Conditions of delay in delivery, Buyer Sale shall apply to each and every supply of goods and/or services. g) The SUPPLIER must deliver the goods by the date for supply of goods and/or services agreed between SUPPLIER and the PURCHASER. h) The SUPPLIER must immediately give written notice to Seller requiring the PURCHASER upon becoming aware that an event may cause a delay to the delivery to be made within 14 days. of goods by the date of supply of goods and/or services. i) Subject to Condition 4.4clause 10, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel SUPPLIER must compensate the Order. Seller’s liability PURCHASER for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and or expenses incurred by Buyer in obtaining replacement goods as a result of similar description and quality a delay in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”)goods and/or services. 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 3.1. Unless agreed otherwise in writing agreed, the delivery period shall run from the latest of the following dates: a) The date of the formation of the Contract b) The date on which the 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 parties, all Goods are delivered FCA (“Free carrier” Vendor of such payment in advance of manufacture as defined in INCOTERMS 2020®) at the place specified is stipulated in the Order ConfirmationContract. 4.2 Any dates quoted 3.2. Blue Sky Global Distribution CY Ltd., will use its best endeavors to complete its contractual obligations within the period (if any) stated in the contract or in a reasonable time but shall be under no liability for delivery any loss, damage 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 Goods or performance of Services are approximate only, and time of delivery is not of the essenceBuyer. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days3.3. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any Should delay in delivery be caused by any of the Goods circumstances mention in Clause 6 or Services where ay an act or omission of the Buyer failed and whether such cause occurs before or after the time or extended for delivery, there shall be granted subject to provide written notice in accordance with Condition 4.3 or for the provision of paragraph 4 hereof such extension of the delivery 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 delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable payment conditional on delivery as if the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of had been delivered. The Vendor shall arrange for the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable risk and cost of the Buyer. The Vendor shall be entitled to a payment from the Buyer of 1% of the 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 charge the 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. 3.5. Unless the failure of the Buyer is due to any of the circumstances mentioned in Clause 6 the Vendor may require the Buyer by notice in writing to accept delivery within a reasonable time. If the Buyer fails for any shortfall below reason whatever to do so within such time the Price Vendor shall be entitled by notice in writing to the Buyer, and without requiring the consent of any Court, to terminate the Contract in respect of such portion of the Goods under as is by reason of the Contractfailure of the Buyer aforesaid not delivered and thereupon to recover from the Buyer any loss suffered by reason of such failure up to an amount not exceeding the price attributable to that portion of the Goods which the Buyer has failed to accept delivery of. 4.6 If Seller's delivery note 3.6. Vendor shall never be responsible for importation in or package labelling states that to Buyer’s country or the Packages in which location of the Goods are delivered are returnable to SellerSite, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankersor any import charges, minibulksduties, flexis, crates, boxes taxes or other containers and palletscustoms related hereto.

Delivery. 4.1 Unless 7.1 Stertil reserves the right to elect the means of transport for delivery of Goods. Where Purchaser requests a special method of delivery Purchaser accepts liability for those costs which will be added to the invoice. Goods will be delivered ex-works Stertil Incoterms 2000 if and for as far no specific other term has been agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmationupon. 4.2 7.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, only and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller Stertil shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence. 7.3 Where Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by Stertil to deliver any one or Services where Buyer failed more of the instalments shall not entitle Purchaser to provide written notice in accordance with Condition 4.3 or treat the Contract as a whole as repudiated. 7.4 If Stertil fails to deliver the Goods for any delay that reason other than any cause beyond Stertil’s reasonable control or Purchaser’s fault, and Stertil is caused by: accordingly liable to Purchaser, Stertil’s liability shall be limited to the excess (iif any) a Force Majeure Event or of the cost to Purchaser (iiin the cheapest available market) Buyer’s failure of similar goods to provide Seller with adequate instructions, information, licences or authorisations to enable replace those not delivered over the Goods or Services to be supplied on time (“Delivery Information”)price of the Goods. 4.5 7.5 If Buyer refuses or fails to take delivery of the Goods when they is refused Purchaser shall, without prejudice to any other right or remedy available to Stertil, be liable for all carriage, handling and stocking charges incurred. 7.6 Without waiving any other rights or remedies Stertil may have, Stertil may, at its option, defer shipment or deliveries hereunder, or under any other contract with Purchaser, subject to satisfactory settlement of delinquent amounts due to Stertil. 8.1 Where Goods are ready for delivery consigned or sent to provide any Delivery Information to enable on time deliveryPurchaser or his agent, the Goods no claim will be deemed to have been delivered accepted by Stertil and it shall not be liable, insofar as the due date negligence of itself, its servants or agents can be established for: (a) GOODS DAMAGED IN TRANSIT, unless the Stertil and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any the carrier are notified in writing within 10 days of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.delivery;

Delivery. 4.1 Unless agreed otherwise in writing by the parties, all 8.1 If Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject delivered by Resolution IT to Condition 4.4the Customer, if Seller fails to fulfil the delivery within 14 days, Buyer such Goods shall be entitled delivered to cancel the location set out in the Order. Seller’s liability for Unless it is otherwise agreed in writing, such non-delivery will Goods shall be limited delivered by any means chosen by Resolution IT and Resolution IT shall not be under any obligation to (a) refunding any sums which Buyer has paid for provide personnel, plant or power to assist the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price unloading of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of 8.2 If the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that Customer is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails unable to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time deliveryGoods, Resolution IT may at its sole discretion store the Goods at its risk, but may be entitled to charge the Customer its reasonable costs for doing so. 8.3 Resolution IT shall make reasonable endeavours to avoid delay but no responsibility is undertaken for meeting any specific delivery dates. Accordingly, no liability will be accepted for any direct or indirect loss which may be caused by delayed delivery whether brought about by a cause beyond the control of Resolution IT or not. 8.4 Resolution IT shall be entitled to deliver the Goods, Rented Equipment or Loaned Equipment in one or more consignments unless otherwise agreed. 8.5 The Customer shall inspect the Goods immediately on delivery thereof and shall within two Working Days from such delivery give Resolution IT notice of any matter or thing by reason whereof the Customer may allege that the Goods are not in accordance with the Contract or are defective in material or workmanship. If the Customer fails to give such notice the Goods shall be conclusively presumed to be in all respects in accordance with the Contract and free from any defect which would be apparent on any reasonable examination and the Customer shall be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of accepted the Goods at accordingly. If the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If SellerCustomer establishes to Resolution IT's delivery note or package labelling states reasonable satisfaction that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned not in accordance with such instructions. the Contract or are so defective, Resolution IT may elect to repair the Goods or to replace the Goods or to refund the purchase price against the return of the Goods. 8.6 If such Packages the Goods are lost or damaged in transit the Customer shall notify both Resolution IT and the carrier of the loss or damage within two Working Days of the delivery. 8.7 Resolution IT shall not so returned they will be chargeable responsible for the installation of Goods, Rented Equipment or Loaned Equipment at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsthe Customer’s site under the terms of this Supplement.

Delivery. 4.1 Unless otherwise agreed otherwise between MARELLI and Supplier, Supplier shall deliver, and MARELLI shall accept, the Products on DDP basis as defined in the International Commercial Terms (Incoterms 2010) of the International Chamber of Commerce subject to amendments in part hereof. 4.2 MARELLI may issue one or more Firm Order(s) to Supplier specifying the quantities of the Products to be purchased and the required delivery dates. 4.3 Supplier shall deliver the Products to MARELLI in the quantity and by the time specified by MARELLI. Supplier’s obligations relating to the time for production and/or delivery of the Products are integral parts of and constitute conditions of this Agreement. In the event that the delivery of the Products to MARELLI is likely to be delayed, Supplier shall notify MARELLI thereof in advance; provided that such notice shall not release Supplier from its liabilities for all costs, losses and consequential damages resulting from incomplete or delayed delivery; without prejudice to MARELLI’s other available rights and remedies, MARELLI shall have the right to reject in whole or in part the delivery of the Products. Supplier is responsible for all costs (including those arising out of currency fluctuations) and losses (including loss of profits), as reasonably calculated by MARELLI, due to incomplete or delayed delivery. 4.4 Shipments in excess of quantities specified by MARELLI may be returned to Supplier, and Supplier shall pay MARELLI for all return handling and transportation expenses. MARELLI reserves the right to accept, at its sole discretion, in whole or in part, any Products delivered in excess of those specified by MARELLI and may, but shall not be obliged to, make such payment as MARELLI considers appropriate in respect of the excess Products. MARELLI shall not be obliged to give notice to Supplier of its acceptance or rejection of any Products delivered in excess of those specified. 4.5 MARELLI reserves the right, at its sole discretion, to place emergency orders in addition to regular orders placed from time to time under this Agreement or to require Supplier to deliver the Products earlier than the time originally specified by MARELLI. In any such case Supplier shall use its best efforts to comply with such emergency orders or revised timetable. 4.6 Supplier shall timely and accurately fulfill all requests by MARELLI, or its designated agents, for country of origin certification for all Products supplied to MARELLI whether or not preferential origin or tariff treatment applies. This includes, for example, but without limitation, national or international certifications and data for various and applicable Free Trade Agreements, Generalized System of Preferences, Average Fuel Economy and Labeling etc. 4.7 Partial deliveries are not allowed, unless so agreed in writing by the partiesParties. 4.8 Supplier shall supply, together with the delivery, all Goods are delivered FCA necessary documents needed for Products usage (“Free carrier” as defined in INCOTERMS 2020®) at the place for example, user, technical and installation manuals, warranties, etc.). 4.9 Where not otherwise specified in the Order Confirmationwriting, carriage of Products shall be fully at Supplier's own risk and expense. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 4.10 In the event of: 1. missed or delayed or not compliant delivery at the fault of the Supplier; 2. delivery at a place different from the one specified by MARELLI, MARELLI shall have, in its sole discretion, the right to procure elsewhere, at any time, in whole or in part, the Products ordered, at Supplier’s cost and risks, with the sole obligation of notifying Supplier. 4.11 In any case and without prejudice to any further right or remedy, MARELLI shall have the right, but not the obligation, to charge to Supplier an amount equal to 1.5% of the total value of the delayed Products shipments for every 5 business days of delay, provided that the maximum amount of such additional charges, applicable from time to time to any single delay in delivery, Buyer shall give written notice to Seller requiring may not exceed 10% of the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for value of the undelivered Goods Products. This amount represents a simple estimate of the damage agreed in advance by MARELLI and (b) by Supplier and shall not preclude the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality right to MARELLI to claim compensation for any further damage and, in the cheapest market availablecase of exceeding this amount, less the Price of the relevant Goodsto terminate, with immediate effect, by simple communication, this Agreement. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing 4.1. Arkay shall ensure that: - (a) each delivery of the Goods is accompanied by a delivery note which shows the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in date of the Order Confirmation, all relevant Customer and Arkay reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (b) if Arkay requires the Customer to return any packaging materials to Arkay, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as Arkay shall reasonably request. Returns of packaging materials shall be at the Customer’s expense. 4.2 4.2. Xxxxx shall deliver the Goods to the Delivery Location at any time after Arkay notifies the Customer that the Goods are ready. Arkay shall give the Customer not less than 2 days’ notice that the Goods are ready and the proposed date of the delivery of the Goods. 4.3. Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location (Delivery Completion). The Customer shall grant Arkay access to the Delivery Location in order to effect delivery of the Goods and the Customer shall be responsible for off-loading the Goods. Any dates quoted for delivery of or in the Goods or performance of Services Order Confirmation are approximate only, and the time of delivery is not of the essence. 4.3 In 4.4. If the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller Customer fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in take actual delivery of the Goods within 2 Business Days of Arkay notifying the Customer under Clause 4.2 that the Goods are ready, then, except where such failure or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) by a Force Majeure Event or (ii) Buyer’s Arkay's failure to provide Seller comply with adequate instructions, information, licences or authorisations to enable its obligations under the Goods or Services to be supplied on time Order then: - (“Delivery Information”). 4.5 If Buyer refuses or fails to take a) delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will shall be deemed to have been delivered by completed at 9.00 am on the due date third Business Day after the day on which Arkay notified the Customer that the Goods were ready; and (b) Arkay shall store the Goods until delivery actually takes place and Seller may charge Buyer the Customer shall pay for all related costs and expenses incurred by Arkay (including for demurrage claimswithout limitation storage, wasted transport, storage delivery and transportation costs and insurance). 4.5. Following written notice to BuyerIf within 10 Business Days after the day on which Xxxxx notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, Seller Arkay may also sell any resell or otherwise dispose of part or all of the Goods at and, after deducting reasonable storage, handling and selling costs, account to the best Customer for any excess over the price reasonably obtainable in of the circumstances and Goods or charge Buyer the Customer for any shortfall below the Price price of the Goods under the ContractGoods. 4.6 If Seller's delivery note or package labelling states that the Packages in which 4.6. Arkay may deliver the Goods are delivered are returnable to Sellerby instalments, such Packages which shall be returned invoiced and paid for separately. Any delay in accordance with such instructions. If such Packages are delivery or defect in an instalment shall not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or entitle the Customer to cancel any other containers and palletsinstalment.

Delivery. 4.1 1. Unless expressly agreed otherwise in writing by the partieswriting, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the delivery shall always take place specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice "ex works" in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller the Incoterms of the International Chamber of Commerce, 2020 edition, with adequate instructionsMerinox's warehouse in Alblasserdam, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”)Netherlands being regarded as the works. 4.5 If 2. The Buyer refuses or fails is obliged vis-à-vis Merinox to immediately take delivery of the Goods when purchased goods as soon as Merinox has notified the Buyer that they are ready available for delivery or delivery. If the Buyer fails to provide any Delivery Information to enable on time deliverycomply with this obligation, the Goods will goods shall be deemed to have been delivered from the notification referred to in the first sentence of this paragraph, and from that time Merinox shall be entitled to store these goods at the Buyer's expense and risk. In that case, Merinox shall also have the right to invoice the Buyer for the goods, without prejudice to Merinox’ other rights. 3. Agreed delivery dates - even if a specific end date or period has been agreed - are approximate and are not final. In the event of late delivery other than as a result of force majeure, Merinox must be declared in default in writing, whereby Merinox must be granted a reasonable period, which should not be shorter than two weeks at least, to be determined in consultation with it, within which Merinox can still perform. 4. Merinox shall at all times be entitled to deliver the goods which must be delivered pursuant to the agreement in part and to invoice these part deliveries separately. 5. The meaning of delivery terms shall be interpreted on the basis of the Incoterms of the International Chamber of Commerce, 2020 Edition, unless expressly deviated from in the agreement. 6. If the Buyer wishes to return goods to Merinox, it shall require Merinox's prior written permission to do so. The costs of the return shipment shall be payable by the due date and Seller may charge Buyer, while the goods shall travel at the Buyer's risk. If, however, the goods are returned, following written permission from Merinox, within the context of an attributable failure on the part of Merinox, to be demonstrated by the Buyer, Merinox shall compensate the Buyer for all related the costs of returning the goods, provided the Buyer has demonstrated these costs and expenses these costs are reasonable. In all cases, the Buyer shall properly insure the return shipment (including or have it insured), also for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any the benefit of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the ContractMerinox as (co-)insured. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless 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 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 goods to the Buyer unless the Buyer has been notified of a longer timescale. If the Goods are not delivered within this time, a full refund will be given. 9.3 No specific delivery date can be agreed otherwise 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 be made by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at agreed date the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in losses, costs, damages or expenses incurred by the Buyer or any third-party arising directly or indirectly out of any failure to meet said delivery date. 9.5 The Seller is not responsible for delayed delivery due to circumstances beyond our control such as postal strikes or postal errors. If the Seller is aware of a problem the Buyer will be contacted immediately. 9.6 Delivery of the Goods or Services where shall be made to the Buyer's address specified on the order form and the order confirmation email. The Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable shall make all the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails arrangements necessary to take delivery of the Goods when whenever they are ready tendered for delivery. Once the first delivery or to provide any Delivery Information to enable on time deliveryattempt has been made, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any redelivery of the Goods is the responsibility of the Buyer. The Seller is not liable for any costs incurred if the Buyer is not able to take delivery at the best price reasonably obtainable in time any delivery attempts are made. 9.7 The Consumer Rights Act means the circumstances and charge Buyer Seller is responsible for any shortfall below the Price condition of the Goods under goods until the Contract. 4.6 goods are received by the Buyer, or by someone else you have nominated to receive them on their behalf. If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable arrived damaged, the Buyer is entitled to replacements only. These goods must be returned to the Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they postage costs will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made covered by the Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing 6.1 Delivery of the Goods shall be made by the parties, all Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the ready for collection or, if some other place specified for delivery is stated in the Order ConfirmationContract, by the Seller delivering the Goods to that place. 4.2 6.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, only and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery or installation of the Goods however caused. Time for delivery shall not be of the essence of the Contract. The Goods may be delivered by the Seller in advance of the quoted delivery date on giving reasonable notice to the Buyer. 6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or Services where Buyer failed to provide written notice more of the instalments in accordance with Condition 4.3 these Terms or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated. 6.4 If the Seller fails to deliver the Goods (or any instalment) for any delay that is caused by: (i) a Force Majeure Event reason other than any cause beyond the Seller’s reasonable control or (ii) the Buyer’s failure fault, and the Seller is accordingly liable to provide Seller with adequate instructionsthe Buyer, information, licences or authorisations the Seller’s liability shall be limited to enable the Goods or Services excess (if any) of the cost to be supplied on time the Buyer (“Delivery Information”)in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods. 4.5 6.5 If the Buyer refuses or fails to take delivery of the Goods when they are ready or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without limiting any other right or remedy available to provide any Delivery Information to enable on time deliverythe Seller, the Seller may: 6.5.1 store the Goods will be deemed to have been delivered by until actual delivery and charge the due date and Seller may charge Buyer for all related the reasonable costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also ) of storage; or 6.5.2 sell any of the Goods at the best price reasonably readily obtainable in the circumstances and charge the Buyer for any shortfall below the Price of the Goods price payable under the Contract. 4.6 6.6 If Seller's delivery note the Seller delivers to the Buyer a quantity of Goods up to [5]% more or package labelling states that less than the Packages in which quantity ordered the Buyer shall not be entitled to object to or reject the Goods are delivered are returnable to Seller, by reason of the surplus or shortfall and shall pay for such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due Goods on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletspro rata basis.

Delivery. 4.1 Unless (1) Our delivery shall take place ex work (EXW Incoterms 2000), unless anything eise has been agreed otherwise upon in writing writing. The time at which the risk of damage or lass of the goods shall pass shall be fixed in accordance with the interpretation of Trade Terms of the International Chamber of Commerce of Paris (Incoterms 2000). (2) We shall have the right to reasonable delivery in installments. (3) In the case of call delivery orders, the full ordered quantity shall be deemed called off by the partiescontractual partner one calendar month after expiration of the agreed call-off time period, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at or, if a time period has not been agreed upon, then three calendar months after conclusion of the place specified in the Order Confirmationcontract. 4.2 Any dates quoted for delivery (4) lf the purchaser is entitled to classify call-off quotas, and he does not carry out such classification within one calendar month after expiration of the Goods or performance relevant agreed call-off time period, or, if such a time period has not been agreed upon, within one month after being requested to do so by us, then we are entitled to classify, deliver and calculate the total ordered quantity at our discretion. (5) Our delivery obligation shall at all times be subject to timely and orderly receipt of Services are approximate onlythe goods from our own suppliers. (6) Unless otherwise expressly agreed in writing, and any indicated time of delivery is not of the essenceor unloading shall be non-binding. 4.3 In the event (7) Any inability to supply as a result of delay in deliveryforce majeure or other unforeseen incidents outside our responsibility including, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4without limitation, if Seller fails to fulfil the delivery within 14 daysstrike, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods lock out, acts of public authorities, subsequent cease of export or import opportunities and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods our reservation of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice timely supply from on own supplies in accordance with Condition 4.3 or subsection (5) above shall, for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date their duration and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with their impact, relieve us from the obligation to comply with any agreed time for delivery and unloading. (8) lf any agreed time of delivery or unloading shall be exceeded and there shall be no incident referred to in subsection (7) above, then the Purchaser must specify to us a reasonable cure period of minimum two weeks. lf we shall fail to meet such instructions. If such Packages are not so returned they will be chargeable at replacement value and deadline also, then the Purchaser shall have the right to rescind the agreement but s hall have no credit will be due right to seek compensation for breach of contract or default unless in cases of willful misconduct or gross negligence on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsour part.

Delivery. 4.1 Unless 6.1 Delivery takes place on agreed otherwise in writing INCOTERMS (ICC INCOTERMS 2000). If no INCOTERMS terms apply, delivery shall be understood to occur at the moment unloading has finished taking place at the location designated by Buyer. 6.2 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 partiesSeller of the Purchase Order or the date on which the Seller is placed in possession of such information and drawings as may be necessary to enable him to start work on the Goods or the Services, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at whichever may be the place specified in the Order Confirmationlater. 4.2 Any dates quoted for 6.3 Delivery of Goods in instalments shall be permitted only with the consent of the 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 performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery 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 ready for stored are properly insured against all the usual risks and notify the Buyer of such insurance cover. 6.5 If delivery or to provide any Delivery Information to enable on time deliveryis made before the delivery date specified in the Purchase Order, the Buyer may return the Goods will to the Seller at the Seller's risk and expense. 6.6 Each delivery must be deemed to have been delivered accompanied by details of the due date exact quantity and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any description of the Goods at and/or the best price reasonably obtainable in Services performed. Shipping documents and a separate invoice stating the circumstances and charge Buyer relevant Purchase Order number for any shortfall below each shipment must be sent by first class mail to the Price 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 under are invoiced by the ContractSeller 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 accepted as final on all shipments. 4.6 If Seller's delivery note 6.7 Delivery is completed only if the agreed Goods or package labelling states that the Packages in which the Goods Services are delivered are returnable to Seller, such Packages shall be returned 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 instructions. document has been modified. 6.9 If such Packages are the Seller is in the position of being able to supply some but not so returned they will all of its customers, the Buyer shall be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by given priority over all other of the Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets's customers.

Delivery. 4.1 Unless agreed otherwise Time, quality, and quantity are of the essence in writing by each Order and Buyer may cancel the partiesOrder or reject the Goods and/or return at Seller's expense any delivery (in whole or in part) of Goods not in conformity with the time, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place quality, and/or quantity specified in the Order Confirmationor Specifications. 4.2 Any dates quoted for Delivery times specified are times of delivery of the Goods or performance at Buyer's designated place of Services are approximate only, and time of delivery is not of the essencedelivery. 4.3 In the event absence of delay specific instructions contained in deliverythe Order or Specifications, Buyer Seller shall give written notice to pack, label, and ship all Goods in a commercially reasonable manner selected by Seller requiring and approved by Buyer, which will ensure timely, safe, and conforming delivery and the delivery to be made within 14 dayslowest transportation cost. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer All shipments shall be entitled to cancel the Order. Seller’s liability for such non-F.O.B. Buyer's plant or other designated place of delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred specified by Buyer in obtaining replacement goods of similar description and quality the Order or otherwise in the cheapest market available, less the Price of the relevant Goodswriting. 4.4 Seller shall not be liable for will inform Buyer promptly of any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay circumstance that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure expected to provide result in any delivery time, quality, and/or quantity not specified by Buyer and also of corrective measures that Seller with adequate instructions, information, licences or authorisations is taking to enable minimize the Goods or Services to be supplied on time (“Delivery Information”)effect of such circumstance. 4.5 If Buyer refuses or fails to take In the event of tendered delivery of not in compliance with the Goods when they are ready for delivery or to provide any Delivery Information to enable on time deliverytimes, the Goods will be deemed to have been delivered quality, and/or quantities specified by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, unless Seller may also sell any has received notice of the rejection or cancellation from Buyer, then Seller will ship conforming Goods at the best price reasonably obtainable earliest possible moment and by the fastest practicable and available means, but without any increase in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contractcosts to Buyer. 4.6 If SellerAll Goods received are subject, at Buyer's option, to inspection by Buyer or Buyer's designee within a reasonable time after delivery note to Buyer's plant or package labelling states designated place of delivery. Notwithstanding the foregoing, Seller acknowledges that the Packages in which final inspection may not occur until the Goods are delivered are returnable to SellerBuyer's plant. Payment by Buyer for any Goods does not constitute acceptance, such Packages and neither inspection nor payment shall be returned in accordance with such instructionsrelieve Seller of its responsibility to furnish conforming Goods. If such Packages are not so returned they will be chargeable at replacement value Terms and no credit will be due on Packages Conditions for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers Purchase and pallets.Sale of Goods - Revised 10-5-2007 4

Delivery. 4.1 4.1. Unless agreed otherwise specified in writing by the partiesEaton, all Goods are delivered FCA delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT (“Free carrier” as defined in INCOTERMS 2020®Incoterms 2010) at the place specified Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in the Order Confirmationwriting. 4.2 Any 4.2. As notified to the Buyer any dates quoted for delivery of the Goods or performance of Services Supplies are approximate only, only and time of delivery is may not be made of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 daysessence by notice. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller Eaton shall not be liable for any delay in delivery of the Goods Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option: 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof 4.4. Xxxxx'x liability shall be limited to making up the delivery or Services where Buyer failed allowing credit as above. 4.5. Where the Supplies are to provide written notice be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with Condition 4.3 or these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any delay that reason (other than the Buyer's fault) and Eaton is caused by: accordingly liable to the Buyer, Xxxxx'x liability shall be limited to the excess (iif any) a Force Majeure Event or of the cost to the Buyer (iiin the cheapest available market) Buyer’s failure of similar goods to provide Seller with adequate instructions, information, licences or authorisations to enable replace those not delivered over the Goods or Services to be supplied on time (“Delivery Information”)price of the Supplies. 4.5 4.7. If the Buyer refuses or fails to take delivery of the Goods when they are ready Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of Xxxxx'x fault) then, without prejudice to provide any Delivery Information other right or remedy available to enable Eaton, Eaton may: 4.7.1. require payment on time deliveryany reasonable basis, including but not limited to the Goods will be deemed to have been delivered by selling price, and any additional expenses, or costs resulting from such a delay 4.7.2. store the due date Supplies until actual delivery at the sole cost and Seller may risk of the Buyer and charge the Buyer for all related the reasonable costs and expenses (including for demurrage claims, wasted transport, storage handling and insurance)) of storage; or 4.7.3. Following written notice to Buyer, Seller may also sell any of the Goods Supplies at the best price reasonably readily obtainable in and (after deducting all reasonable storage and selling expenses) account to the circumstances and Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the Price price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Goods under Supplies contemplated in clause 4.7 on the ContractBuyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable 4.9. The Buyer shall not refuse to Sellerreceive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value transport and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsimport purposes.

Delivery. 4.1 3.1 Unless agreed otherwise in writing writing, delivery of Goods from BIB to the Buyer shall always take place in accordance with the Incoterm Ex Works, hereinafter: 'EXW' (or: warehouse Roermond or Oss) as referred to in the Incoterms version 2020 of the International Chamber of Commerce (ICC). 3.2 Unless otherwise agreed in writing, the transport costs for the carriage of Goods from delivery shall be borne by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order ConfirmationBuyer. 4.2 Any dates quoted for 3.3 The delivery and transfer of the risk of the Goods (loss, theft, damage, defects and damages) to the Buyer occurs by placing the Goods at the disposal of the Buyer or performance the first carrier from the BIB warehouse (location) in the Netherlands. If the Buyer places the Goods at BIB's disposal for further processing or completion, packaging or otherwise, these goods, insofar as BIB has not yet fulfilled its obligations in respect of Services these goods, remain entirely for the account and risk of the Buyer, except if the damage or destruction of these goods is attributable to a failure attributable to BIB. 3.4 The delivery times indicated by BIB are always approximate onlyand are not deadlines. 3.5 BIB is entitled to make partial deliveries and to invoice the Buyer separately for each partial delivery. In case of cross-border deliveries, in deviation from article 73 section 2 and time section 3 of the Vienna Sales Convention, each delivery is not to be regarded as a separate contract. 3.6 Deliveries in excess or short of the essenceagreed number of Goods shall be permitted at a rate of 10%. The excess or shortfall of the number delivered shall be charged or settled respectively. 4.3 3.7 In the event of a delay in deliverydelivery due to circumstances of any kind, Buyer shall give written notice to Seller requiring the delivery period will be extended by the duration of the delay. BIB will inform the Buyer in good time of any delay. A delay in delivery does not give the Buyer the right to be made within 14 days. Subject terminate the contract in whole or in part, to Condition 4.4suspend his obligations towards BIB, if Seller fails or to fulfil the delivery within 14 days, claim damages. 3.8 The Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails obliged to take delivery of the Goods at the moment when they are ready for delivered to him or at the moment when they are made available to him in accordance with the Agreement. If the Buyer has not taken delivery at the agreed time or agreed place, or fails to provide any Delivery Information to enable on time information or instructions necessary for delivery, the Goods will be deemed stored at the risk of the Buyer. In such case BIB shall be entitled to have been delivered by charge both the due date and Seller may charge Buyer for all related agreed costs and expenses all additional costs (including for demurrage claims, wasted transport, in any case storage and insurance). Following written notice costs) to Buyer, Seller may also sell any of the Goods Buyer at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which time the Goods are delivered are returnable or made available to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsthe Buyer.

Delivery. 4.1 Unless agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, only and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller Company shall not be liable for any loss suffered by the Buyer arising from any delay in the delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”)Goods. 4.5 If 4.2 The Buyer refuses or fails shall make all arrangements necessary to take delivery of the Goods when whenever they are tendered for delivery and the Buyer shall not be entitled to refuse to accept and/or receive late delivery of the Goods 4.3 Time for delivery shall not be of the essence unless previously agreed by the Company in writing and it is agreed that the Buyer shall not be entitled to terminate the Contract by reason of the Company’s failure to deliver by the Delivery Date 4.4 Delivery shall take place and risk shall pass to the Buyer upon the earliest of the following:- (a) The Company handing the Goods to the Buyer or its agent at the Company’s premises, or (b) The Goods leaving the Company’s premises, or (c) On the eighth day following notification that the Goods are ready for dispatch except in the case of export orders which, unless agreed otherwise in writing, will be delivered F.O.B at an Italian port of the Company’s choosing 4.5 If the Buyer fails to:- (a) take delivery or to provide any Delivery Information to enable on time delivery, of the Goods will be deemed or fails to have been delivered give adequate delivery instructions before or at the Delivery Date (otherwise than by reason of the due date Company’s fault); and (b) collect the Goods on the expiry of the seventh day following notification of readiness for despatch then without prejudice to any other right or remedy available to the Company it may:- (a) store the Goods until actual delivery and Seller may charge the Buyer for all related the reasonable costs and expenses (including for demurrage claims, wasted transport, storage transportation and insurance). Following written notice to Buyer, Seller may also ) of storage; or (b) treat the Contract as repudiated and sell any of the Goods at the best price reasonably readily obtainable in and (after deducting all reasonable storage and selling expenses) account to the circumstances and Buyer for the excess over the Price or charge the Buyer for any shortfall below the Price Price 4.6 The Buyer shall inspect the Goods immediately on delivery and shall within seven (7) days of delivery notify the Company of any alleged defect damage or failure to comply with description or sample. The Buyer shall afford the Company an opportunity to inspect the Goods within a reasonable time following delivery and before any use is made of them. If the Buyer shall fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the Contract free from any defect or damage which would be apparent on a reasonable examination of the Goods under and the Contract.Buyer shall be deemed to have accepted the Goods 4.6 If Seller's delivery note or package labelling states that 4.7 The Buyer shall be responsible for obtaining all necessary licenses and permissions for the Packages in which import and use of the Goods are delivered are returnable to Sellerinto the country of destination 4.8 Save as otherwise provided in writing, such Packages in respect of export orders, any stated Delivery Dates shall be returned commence only upon receipt of a letter of credit complying in accordance all respects with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsthe Company’s requirements.

Delivery. 4.1 Unless otherwise agreed otherwise in writing by the partieswriting, all Goods deliveries of Products shall be made Ex Works of PLI's factory in accordance with ICC's Incoterms (2010). All risks of loss or damage to the Products shall pass from PLI to the Buyer when the Products are delivered FCA (“Free carrier” to the Buyer in accordance with the agreed trade term as defined in INCOTERMS 2020®) at the place ICC's Incoterms (2010). PLI may make deliveries in installments, which will be invoiced individually. The Buyer will make payment in accordance with clause 4 of these Standard Terms and Conditions. Times specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods Products are given and intended as estimates only unless otherwise agreed in writing. Where a firm time for delivery has been expressly agreed upon, no delivery shall be considered overdue until the Buyer has made a written request for delivery and given PLI a reasonable opportunity to comply therewith. If PLI fails to deliver the Products on or performance of Services are approximate only, before the extended or postponed delivery time due to circumstances for which it is fully responsible and Buyer has stated in writing when agreeing to the new delivery time of that it will refuse to take delivery if the new delivery date is not of the essence. 4.3 In the event of delay in deliverymet, Buyer shall give have the right to cancel the Contract by serving written notice to Seller requiring the delivery to be made within 14 daysPLI. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, The Buyer shall be entitled to cancel inspect or have inspected the Order. Seller’s liability for such non-delivery will be limited to (a) refunding Products delivered and shall notify PLI in writing of any sums which Buyer has paid for nonconformance regarding the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quantity, specification or quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery Products to the order within fourteen (14) days of receipt of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 Products. If Buyer refuses or fails to take delivery of does not report a nonconformance with the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, 14-day period the Goods will Buyer shall be deemed to have been delivered by accepted the due date and Seller may charge Products. During the 14-day period, at Buyer’s request, PLI will repair or replace nonconforming Products. The Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance)shall not return any Products without the prior written permission of PLI. Following written notice to Buyer, Seller may also sell any of Submitting a claim shall at no time release the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods from its obligations under the Contract. PLI’S OBLIGATION TO REPAIR OR REPLACE NONCONFORMING PRODUCTS IS BUYER’S SOLE REMEDY FOR NONCONFORMANCE. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing by the parties3.1 The Goods shall be delivered, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) properly packed and marked, at the agreed place specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality Unless otherwise expressly stated in the cheapest market availableAgreement, less delivery shall take place in accordance with the Price provisions of INCOTERMS 2000. Unless stated otherwise in the relevant Goods. 4.4 Purchase Order, Seller at its cost shall unload the Goods at the specified location. Seller shall not be liable for all or any delay in delivery of the damage, loss or destruction to any Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 property resulting from improper packaging or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructionshandling by Seller. Unless otherwise agreed, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will shall be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which taken place when the Goods are delivered are returnable handed (or services performed) over to SellerBuyer at Buyer's premises. Unless otherwise agreed, risk of damage to the goods passes upon delivery. 3.2 If Buyer is responsible for transportation, Seller shall in good time prior to dispatch, request dispatch instructions from Xxxxx. If Seller is responsible for transportation, he shall, in due time, send an advice note, advising of dispatch so that Xxxxx may make preparations for receipt of the Goods. 3.3 If Seller has reason to assume that any part of the delivery may be delayed, he shall notify Buyer promptly thereof. Seller shall, without undue delay, inform Xxxxx in writing about the cause of the delay, the estimated effect on the agreed time of delivery and proposed remedial actions to avoid or reduce the delay. If Xxxxxx's remedial action to avoid or reduce the delay is deemed to be inadequate, Buyer may demand Seller to take effect measures considered necessary. The costs of such Packages measures shall be returned borne by Seller. If the delay is caused by circumstances for which Xxxxx is responsible, Buyer may only demand that such measures are put into effect in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and the provisions given in clause 12. 3.4 In no credit will be due on Packages circumstances shall the Seller delay or suspend the delivery of goods for any reason whatsoever to the Buyer for which a charge have payment has not been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsreceived from Buyer.

Delivery. 4.1 Unless agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for Seller will use reasonable efforts to deliver the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 accordance with a mutually agreed-upon delivery schedule. Seller shall not be liable for any delays, loss or damage in transit or expedited delivery costs unless the delay is due solely to Seller’s gross negligence. Further, any specified delivery dates in a sales order confirmation or otherwise are estimates only and do not represent a confirmation on the delivery of date for delivery for any Good or order. Should Buyer reschedule deliveries or modify quantities during an established firm order period, Buyer shall compensate Seller for all costs associated with the change in schedule or modification, including, but not limited to overtime and expedited freight costs. (b) Unless otherwise agreed in writing by the parties, Seller shall make the Goods or Services where available at Seller’s location (the "Delivery Point") using Seller's standard methods for packaging and shipping such Goods. Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to shall take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, upon Xxxxxx's written notice that the Goods have been made available at the Delivery Point. Buyer shall be responsible for all loading costs and provide equipment and labor reasonably suited for receipt of the Goods at the Delivery Point. All deliveries made to public carriers are made subject to the terms of such xxxxxxx'x xxxx of lading and tariffs, and the carrier shall be deemed the Buyer's agent irrespective of the terms of sale. Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer's purchase order. (c) Risk of loss for the Goods shall pass to Buyer at the Delivery Point. Ownership shall be transferred upon full payment of the Goods. If for any reason Buyer fails to accept delivery of any of the Goods on the date fixed pursuant to Seller's notice that the Goods have been delivered at the Delivery Point, or if Seller is unable to deliver the Goods at the Delivery Point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered by delivered; and (iii) Seller, at its option, may store the due date and Seller may charge Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including for demurrage claimsincluding, wasted transportwithout limitation, storage and insurance). Following Each of Seller's Goods or part thereof or equipment shipped hereunder shall be deemed accepted by Xxxxx unless written notice to Buyerspecifying all claimed defects, damages, shortages, or nonconformities is received by Seller may also sell any within three (3) days of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price delivery of the Goods under the Contractsaid Goods. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing BituChem shall ensure that: 4.1.1 each delivery of the Goods is accompanied by a delivery note that shows the partiesdate of the Order, all the contract number, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered FCA (“Free carrier” by instalments, the outstanding balance of Goods remaining to be delivered; and 4.1.2 if BituChem requires the Customer to return any packaging materials to BituChem, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as defined in INCOTERMS 2020®) BituChem shall reasonably request. Returns of packaging materials shall be at the place specified in the Order ConfirmationBituchem's expense. 4.2 BituChem shall deliver the Goods to the location set out in the Sales Order or such other location as the parties may agree (Delivery Location) at any time after BituChem notifies the Customer that the Goods are ready. 4.3 Delivery is completed on the completion of unloading of the Goods by BituChem, its sub-contractor or the Customer at the Delivery Location. 4.4 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and the time of delivery is not of the essence. BituChem shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide BituChem with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller 4.5 If BituChem fails to fulfil deliver the delivery within 14 daysGoods, Buyer its liability shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery price of the Goods or Services a maximum of £200,000 whichever is the lessor. 4.6 If the Customer fails to take delivery of Building Product Goods within three Business Days of BituChem notifying the Customer that the Building Product Goods are ready, then, except where Buyer failed to provide written notice in accordance with Condition 4.3 such failure or for any delay that is caused by: (i) by a Force Majeure Event or (ii) Buyer’s BituChem's failure to provide Seller comply with adequate instructions, information, licences or authorisations to enable its obligations under the Goods or Services to be supplied on time (“Delivery Information”).Contract: 4.5 If Buyer refuses or fails to take 4.6.1 delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will shall be deemed to have been delivered by completed at 9.00 am on the due date third Business Day after the day on which BituChem notified the Customer that the Goods were ready; and 4.6.2 BituChem shall store the Goods until delivery takes place, and Seller may charge Buyer the Customer for all related costs and expenses (including insurance). 4.7 If three Business Days after the day on which BituChem notified the Customer that the Goods were ready for demurrage claimsdelivery the Customer has not taken delivery of them, wasted transportBituChem may resell or otherwise dispose of part or all of the Building Product Goods and, after deducting reasonable storage and insurance). Following written notice selling costs, account to Buyer, Seller may also sell the Customer for any excess over the price of the Building Product Goods at or charge the best price reasonably obtainable in the circumstances and charge Buyer Customer for any shortfall below the Price price of the Goods under the ContractBuilding Product Goods. 4.6 4.8 If Seller's the Customer fails to take delivery note of Asphalt Goods on the agreed Delivery Date then the Customer will be liable to a penalty and to cover any of BituChem’s unrecoverable costs. 4.9 If BituChem delivers up to and including 5% more or package labelling states less than the quantity of Goods ordered the Customer may not reject them[, but on receipt of notice from the Customer that the Packages in which wrong quantity of Goods was delivered, a pro rata adjustment shall be made to the Order invoice. 4.10 BituChem may deliver the Goods are delivered are returnable to Sellerby instalments, such Packages which shall be returned invoiced and paid for separately. Any delay in accordance with such instructions. If such Packages are delivery or defect in an instalment shall not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or entitle the Customer to cancel any other containers and palletsinstalment.

Delivery. 4.1 Unless agreed 5.1 Save where otherwise stipulated in writing the Contract, Delivery shall be governed by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified Incoterm agreed upon in the Order ConfirmationContract, except as otherwise agreed. 4.2 Any dates quoted for delivery 5.1.1 Delivery to the Buyer of Products sold on the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited following trading terms – Free Carrier (named point); Freight Carriage Paid to (anamed point of destination); or Freight Carriage and Insurance Paid to (named point of destination) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller – shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered made by LDCJS at the due date and Seller may charge Buyer time that the Products are loaded onto the Buyer’s or its nominated carrier’s means of transport at LDCJS’s facility. LDCJS shall provide seals for all related costs and expenses (including for demurrage claims, wasted the means of transport, storage and insurance). Following written notice to Buyeras applicable, Seller may also sell any but all risks associated with the sealing of the Goods at means of transport shall be for the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the ContractBuyer. 4.6 If Seller's delivery note 5.1.2 Delivery of to the Buyer of Products sold on FOB, CIF, or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages CFR terms shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge deemed to have been made by SellerLDCJS to the Buyer and/or the Buyer’s nominated Receiving Party as the Products cross the ship’s rail at the port of loading. 5.2 Both Parties shall be entitled to make or require partial deliveries as well as collective shipments. "Packages" Such partial deliveries shall include be fully governed by these General Terms and Conditions. In the event that LDCJS makes partial deliveries, these may be invoiced separately. 5.3 Delivery from LDCJS’s plants/terminals shall be made only within the plant/terminal’s usual business hours, unless otherwise agreed in writing by the Parties. Delivery shall be made to the Buyer and/or Xxxxx’s nominated Receiving Party. Notice of Collection shall be made by the Buyer in writing to LDCJS (i) for delivery in bulk tankersa minimum of seven (7) days in advance of Delivery, minibulksor (ii) for delivery in drums a minimum of fourteen (14) days in advance of Delivery. Should the Buyer fail to comply with this obligation, flexisLDCJS shall, cratesat its option, boxes be entitled to suspend its obligation to deliver, without any liability being incurred on its part, until Buyer gives compliant notice of Collection. 5.4 The Buyer shall be obliged to Collect the Products at the agreed time(s) and place(s). If the Buyer does not Collect the Products, and/or fails to provide LDCJS with the Notice of Collection referred to in sub- paragraph 5.3 above, and such additional information as shall be necessary to enable LDCJS to affect Delivery at the agreed time and place(s), LDCJS shall be entitled to store the Products at the Buyer’s risk and expense, without prejudice to LDCJS’s right to claim compensation and/or damages. 5.5 The Buyer and/or its nominated carrier shall strictly adhere to the health, safety and loading procedures at LDCJS’s facilities. 5.6 LDCJS may, at their sole discretion, perform an inspection of the means of transport prior to Delivery. Such an inspection is a separate, non-contractual service performed for the Buyer without consideration flowing to LDCJS. No liability shall attach to LDCJS, whatsoever, for performance and/or non-performance of Xxxxx’s inspection request. 5.6.1 Save where the Buyer provides LDCJS with written confirmation that the Buyer intends to load at its own risk, LDCJS may, at its sole discretion, decline to load or other containers permit loading of any means of transport which LDCJS reasonably determines or judges to be at risk of being contaminated, not suitable for carrying Products, unsafe, or not in compliance with any governmental, and/or EU health, environmental or safety regulations. 5.6.2 In the event that LDCJS and palletsthe Buyer disagree on the suitability of the means of transport as aforesaid such disagreement shall be resolved on the basis of the findings of an independent surveyor appointed by LDCJS.

Delivery. 4.1 Unless agreed otherwise in writing 4.1. Arkay shall ensure that: – a) each delivery of the Goods is accompanied by a delivery note which shows the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in date of the Order Confirmation, all relevant Customer and Arkay reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and b) if Arkay requires the Customer to return any packaging materials to Arkay, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as Arkay shall reasonably request. Returns of packaging materials shall be at the Customer’s expense. 4.2 4.2. Xxxxx shall deliver the Goods to the Delivery Location at any time after Arkay notifies the Customer that the Goods are ready. Arkay shall give the Customer not less than 2 days’ notice that the Goods are ready and the proposed date of the delivery of the Goods. 4.3. Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location (Delivery Completion). The Customer shall grant Arkay access to the Delivery Location in order to effect delivery of the Goods and the Customer shall be responsible for off-loading the Goods. Any dates quoted for delivery of or in the Goods or performance of Services Order Confirmation are approximate only, and the time of delivery is not of the essence. 4.3 In 4.4. If the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller Customer fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in take actual delivery of the Goods within 2 Business Days of Arkay notifying the Customer under Clause 4.2 that the Goods are ready, then, except where such failure or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) by a Force Majeure Event or (ii) BuyerArkay’s failure to provide Seller comply with adequate instructions, information, licences or authorisations to enable its obligations under the Goods or Services to be supplied on time Order then: – (“Delivery Information”). 4.5 If Buyer refuses or fails to take a) delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will shall be deemed to have been delivered by completed at 9.00 am on the due date third Business Day after the day on which Arkay notified the Customer that the Goods were ready; and (b) Arkay shall store the Goods until delivery actually takes place and Seller may charge Buyer the Customer shall pay for all related costs and expenses incurred by Arkay (including for demurrage claimswithout limitation storage, wasted transport, storage delivery and transportation costs and insurance). 4.5. Following written notice to BuyerIf within 20 Business Days after the day on which Xxxxx notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, Seller Arkay may also sell any resell or otherwise dispose of part or all of the Goods at and, after deducting reasonable storage, handling and selling costs, account to the best Customer for any excess over the price reasonably obtainable in of the circumstances and Goods or charge Buyer the Customer for any shortfall below the Price price of the Goods under the ContractGoods. 4.6 If Seller's delivery note or package labelling states that the Packages in which 4.6. Arkay may deliver the Goods are delivered are returnable to Sellerby instalments, such Packages which shall be returned invoiced and paid for separately. Any delay in accordance with such instructions. If such Packages are delivery or defect in an instalment shall not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or entitle the Customer to cancel any other containers and palletsinstalment.

Delivery. 4.1 6.1 Unless otherwise agreed otherwise in writing by the partiesCompany, the Goods (or any tangible Deliverables) shall be delivered ex works at the Company’s facilities in Witney, Oxfordshire, UK. 6.2 If the Company agrees to arrange carriage or insurance on behalf of the Buyer, all associated charges shall be invoiced to the Buyer and paid within thirty (30) days of the date of invoice unless otherwise specified by the Company. Transportation will normally follow the Buyer’s shipping instructions but the Company may ship Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at freight collect or select other means of transportation and routing if it deems the place specified in the Order ConfirmationBuyer’s instructions unsuitable. 4.2 6.3 Any dates quoted specified by the Company for delivery of the Goods or performance of Services are approximate only, estimates and time of for delivery is shall not be of the essence. 4.3 In the event of delay in delivery, 6.4 The Buyer shall give written notice obtain and provide any necessary import licences, authorisations or instructions to Seller requiring enable the Company to deliver the Goods (or tangible Deliverables) at the agreed delivery to be made within 14 dayspoint, and shall arrange for loading or unloading. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller The Company shall not be liable for any delay in delivery of delays caused by the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable perform its obligations. If the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails for any reason to take delivery of the Goods when (or Deliverables) at the agreed time then they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will shall be deemed to have been delivered and the Company may store them at the Buyer’s cost until they are collected by the due date Buyer or its nominated carrier or re- shipped by the Company. 6.5 The Company may deliver the Goods by separate instalments as agreed with the Buyer. Each instalment shall be a separate Contract for the purposes of these terms and Seller may charge conditions. 6.6 Any liability of the Company for any shortfall or failure in delivery of any Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods. 6.7 The Goods (or tangible Deliverables) are at the risk of the Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance)from the time of delivery. Following written notice to Buyer, Seller may also sell any Ownership of the Goods at shall pass to the best price reasonably obtainable Buyer on payment in the circumstances and charge Buyer full for any shortfall below the Price of the Goods under the Contractthose Goods. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Partial delivery is not permitted unless otherwise agreed. Supplier must deliver the products to Pressalit on the delivery date at the agreed place of delivery as stated in the order. The products must be delivered within Pressalit’s normal opening hours and be marked with Pressalit’s product number and order number. A packing list must be included product number, order number, quantity delivered, certificates (where agreed), clear specification of the product as well as the name of the purchaser Unless otherwise agreed, the weight of each package may not exceed 11 kg. The quantity delivered may vary +/- 5% in accordance with the quantity ordered unless otherwise agreed. All documentation must be of a legible quality and prepared in Danish or English unless otherwise agreed. Supplier must immediately notify the Pressalit of any delay or expected delay. If the delivery is expected to take place after the agreed delivery date and has not taken place on the agreed deli- very date, Pressalit is entitled to cancel the entire order or parts of it without notice unless otherwise agreed. Urgent shipments occur at Supplier’s account it Supplier is responsible for the delay. The delivery is considered as defective if it does not correspond to the specifications stated by Pressalit (including agreed qua- lity assurance, process control, measuring reports, quantity, dispatching goods inspection at the Supplier) or does not other- wise correspond to ordinary good standards for products of the type concerned. Within a reasonable period following receipt of the product, Pressalit shall conduct an inspection of the product carried out in writing by accordance with the partiesincoming goods inspection and the routines connected to this, all Goods which are applicable to Pressalit. Supplier must be notified as soon as possible of any flaws and defects the inspection raises. If the delivered FCA (“Free carrier” as defined products have defects, Pressalit has the right, according to Pressalit’s choice, to wholly or partially cancel the agreement, return the product to Supplier at Supplier’s own account and risk, demand re-delivery or a subsequent delivery of new products. Possibly in INCOTERMS 2020®) combination with the aforementioned xxx.xxxxxxxxx.xxx right regarding defects, the Pressalit can furthermore demand that the Supplier remedies the defects and also contributes to the sorting of the delivered products at the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer just as Pressalit shall be entitled to cancel remedy the Orderdefects at Supplier’s account possibly in combination with the aforementioned right regarding defects. SellerMoreover, if the agreement is not cancelled, Pressalit has the right to demand a proportionate discount on the purchase sum as well as demand compensation for loss pursuant to the ordi- nary rules of Danish law including subsequent costs. Pressalit’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid payment for the undelivered Goods products does not imply the waiving of sub- mitted claims to Supplier caused by flaws and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goodsdefects. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless otherwise agreed otherwise in writing by the partiesSeller, all Goods are delivered delivery of the goods shall take place FCA (“Free carrier” as defined in INCOTERMS Incoterms 2020®) at the Seller's place specified of business. The Buyer shall bear the full cost and risk of carriage, insurance and any other charges relating to shipment/transportation. Where the Seller has agreed to export the goods or deliver the goods other than FCA (Incoterms 2020) (Seller's place of business), the Buyer is responsible for testing and inspection of the goods at the Seller's premises before shipment/transportation and the Seller will have no liability for any claim in respect of any defect in the Order Confirmation. 4.2 goods which would have been apparent on inspection, but which is only discovered after shipment/transportation, or in respect of any damage during transit. Where the Seller agrees to deliver the goods otherwise than at the Seller's premises, the Seller shall be under no obligation under section 32(2) of the Sale of goods Act 1979. The Buyer shall provide at the delivery point and at its expense adequate and appropriate equipment and manual labour for loading/unloading the goods. Where the Seller ships the goods direct from an affiliated company outside of the United Kingdom to the Buyer premises within the United Kingdom, unless the Seller agrees otherwise, delivery of the goods shall take place DAP (UK port). Title and Risk in the goods shall pass to the Buyer upon delivery. Any dates delivery date quoted is not guaranteed nor is the time quoted for delivery a condition of the Contract. The Seller will use its reasonable endeavours to meet any delivery dates but, subject to having used its reasonable endeavours, it will not be liable for any failure to meet a delivery date nor for any direct, indirect or consequential loss of any kind arising from a delay in delivery howsoever caused. Goods and/or services may be delivered by the Seller in advance of any specified delivery date upon the Seller giving reasonable notice to the Buyer. The Buyer has 14 days from invoice date to inform the Seller of any discrepancy in the quantity of goods delivered. The quantity of any consignment of goods as recorded by the Seller on dispatch from the Seller's place of business shall be conclusive evidence of the quantity received by the Buyer unless the Buyer can provide conclusive evidence to the contrary. The Seller reserves the right to despatch and invoice and be paid for more or performance less than the quantity specified within a margin of Services are approximate only10%. Unless the Contract provides to the contrary, and time of the Seller may deliver by installments. Where delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 daysby installments, each installment shall be treated as a separate contract and delay, default or non-delivery in respect of any installment on the part of the Seller, shall not entitle the Buyer to cancel the remainder of the contract. Subject Without prejudice to Condition 4.4the other rights and remedies of the Seller under the Contract or otherwise, if failure by the Buyer to pay for any installment or delivery when payment is due or where the Seller fails has reasonable grounds to fulfil determine that the delivery within 14 days, Buyer shall be unable to pay for the Goods the Seller shall be entitled to cancel withhold further deliveries and suspend the OrderBuyers credit facilities. Seller’s liability Without prejudice to the other rights and remedies of the Seller under the Contract or otherwise, if the Buyer fails to accept delivery of any goods when tendered or in event of any shipment of delivery of goods being delayed at the Buyers request or in any event of the Buyer failing to make payment for goods when it is due, the Buyer shall be liable to the Seller for all additional or excess handling, storage, or other charge whatsoever incurred by the Seller in relation to any such non-goods delivery will be limited of which the Seller is then entitled to (a) refunding any sums which withhold. Without prejudice to its other rights and remedies, the Seller shall have right, at its discretion, to continue deliveries in circumstances where the Buyer has paid failed to pay for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price or take delivery of the relevant Goods. 4.4 goods in accordance with the Contract. Where any circumstances whatsoever beyond the control of the Seller may hinder or delay delivery, the Seller shall not be liable in any way for any delay in delivery of the Goods or Services where Buyer failed its inability to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”)make delivery. 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 a. Time will not be of the essence under this Contract. b. Unless agreed stated otherwise in writing by the partiesPROK’s quotation, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) supplied ex-works at the place specified 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 Order ConfirmationPrice 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. 4.2 Any 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 quoted 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 Goods 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) 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 Goods where delivery is prevented, delayed or hindered by a force majeure event, any act or omission or direction of the Purchaser, the Purchaser’s 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 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 all reasonable costs of insurance, demurrage, handling and other contingent charges as a result of the storage and delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essenceGoods. 4.3 h. In the event of delay in delivery, Buyer shall give written notice addition to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4sub clause (g) above, if Seller fails to fulfil Goods are in whole or in part ready for delivery and if delivery of such Goods is delayed by reason of instructions given, or lack of instructions by the delivery within 14 daysPurchaser, Buyer or any other delay outside of PROK’s reasonable control, then PROK shall be entitled to cancel the Order. Seller’s liability invoice and payment for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered those Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”clause 6(d). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless 2.1 Transport and delivery shall be subject to the INCOTERMS (latest version of INCOTERMS as issued by ICC, Paris, France) mentioned in each Purchase order that XXX may place from time to time. 2.2 Notwithstanding any INCOTERM used in the PO, Supplier shall obtain a necessary export permission/license as required and wherever applicable, before shipments of the said products and/or services. Costs of obtaining those licenses shall be to the Supplier’s account. 2.3 Supplier shall xxxx, xxxx, and ship the products as per standard shipping instructions of XXX as to prevent damage during transit and storage. 2.4 Supplier shall deliver the products and/or services as per the time, place and Incoterm specified in the Purchase Order. 2.5 As soon as Supplier notices that the agreed otherwise delivery time will be exceeded, Supplier should immediately inform XXX in writing about the delay with valid reasons. And both the supplier and XXX should arrive an agreement on the revised delivery time and the obligations of the Supplier shall remain unchanged. However, XXX reserves the rights to insist the supplier to air lift the shipments at supplier’s cost to ensure XXX will be able to honor the delivery time committed to its customers or pay penalty charged by the customer due to delay in delivery. 2.6 In case the supplier fails to perform under the terms and conditions of the PO or the Long- Term Agreement, including but not limited to obtaining necessary export licenses or delivery of all the goods by the date or dates of delivery, XXX shall without prejudice to any other rights or remedies, exercise the following rights: a) The supplier may be required to airlift the cargo at their costs to save on sailing b) In case the late delivery of goods by a supplier has resulted in extra costs/penalties being imposed by IDA’s customer, the same shall be passed on to the supplier responsible for such penalties. 2.7 Partial deliveries are not authorized unless XXX has agreed to this in writing by listing the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified partial delivery dates in the Order ConfirmationPO. 4.2 Any dates quoted 2.8 Purchase orders can be short closed subject to production loss. However, Supplier is not entitled to deliver more or less than the agreed numbers for each product in the PO at stake. In case of a deviation in (to be) delivered quantities, XXX has the right to delivery or return of the Goods differences between what has been delivered and what was agreed. Furthermore, XXX has the right to claim compensation or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods agreement as a result of similar description and quality in the cheapest market available, less the Price of the relevant Goodsthis. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Where Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil give timely delivery instructions to enable Seller to make deliveries in accordance with the delivery within 14 daysterms of this Agreement, Seller may at its option (i) hold the goods due at its shipping point for Buyer’s account, in which case Buyer shall be entitled liable to pay storage charges for such goods at appropriate storage rates as established by Seller; and/or (ii) a reasonable time following notice to Buyer, cancel the Orderorder for the goods, in which case Buyer shall be liable to pay appropriate cancellation charges as established by Seller. Seller’s Shipping dates and delivery dates are approximate and shall not operate to bind Seller to ship or make deliveries on the dates stated herein. Seller shall have no liability for delays in shipment resulting from circumstances beyond its reasonable control. Unless specific tolerances are set forth in this Agreement, Seller shall have the right to deliver such non-delivery will quantities of the goods ordered within limits reasonable in trade practice and Buyer shall be limited obligated to (a) refunding any sums which Buyer has paid accept and pay for the undelivered Goods and (b) quantity actually delivered. Where a specific source for the reasonable and proper costs and expenses incurred goods is indicated in this Agreement, Buyer agrees that Seller is obligated only to deliver goods supplied or manufactured or by the designated mill, plant or source. Buyer in obtaining replacement goods of similar description and quality agrees that, in the cheapest market availableevent that Seller is unable to obtain the goods from such designated source, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of have the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: exclusive option (i) a Force Majeure Event to replace the contracted for goods with similar goods from another source; or (ii) to allocate its available goods from the designated source among its own uses and its customers in such manner as Seller in its absolute discretion deems fit; or (iii) to cancel this contract without any further liability or obligation to Buyer’s failure . Date of shipment and routing are at Seller's option unless otherwise specified. Delivery of goods to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take a carrier shall constitute delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, and Seller may also sell any shall have no liability for risk or loss or damage in transit. Seller reserves the right to make minor changes without notice to the material, product or construction methods of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contractgoods. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing Delivery will be made by ATB Motors, unless the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmationparties agree otherwise. 4.2 Any dates quoted for In the event that ATB Motors is to deliver the goods, it will always do so at the delivery of address most recently communicated to ATB Motors by the Goods or performance of Services are approximate only, and time of delivery is not of the essenceBuyer. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall ATB Motors will be entitled to cancel charge the OrderBuyer an advance. Seller’s liability for such non-After payment of the advance has been effected, delivery will be limited made to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) Buyer, unless the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goodsparties have agreed otherwise. 4.4 Seller shall not The Buyer will be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails obliged to take delivery of the Goods goods when they ATB Motors delivers same to it or has same delivered to it by third parties, or at the time at which the goods are made available to it pursuant to the Agreement. 4.5 If the Buyer requests that the shipment or delivery of the goods be delayed for more than one month after it has been notified that the goods are ready for shipment, the Buyer may be charged a storage fee of 0.5% of the price of the goods to be delivered for each month that begins during the delay, although the maximum amount of said storage fee will not exceed 5% of the price. The parties will be free to demonstrate that higher or lower storage costs were incurred. 4.6 In the event that the Buyer refuses to take delivery of the goods or has neglected to provide any Delivery Information information or instructions that are necessary for the delivery, ATB Motors will be entitled to enable store the goods at the Buyer’s expense and risk. If the Buyer does not take delivery of the goods within two months, the Buyer will continue to owe ATB Motors the sales price and ATB Motors will be entitled to sell the goods to another party. If it is unable to do so, ATB Motors will be entitled to destroy the goods. The loss incurred by ATB Motors due to such resale or destruction of the goods will be borne by the Buyer. 4.7 The Buyer will be invoiced, based on time deliveryspent, for any additional costs incurred as a result of sudden changes in the Goods delivery schedule that must be attributed to the Buyer and that impact the 21 (in words: twenty-one) business days of the manufacturing schedule that have already been planned. 4.8 In the event that delivery is effected C.O.D. (Cash on Delivery), ATB Motors will be entitled to invoice the Buyer for the related charges. 4.9 In the event that ATB Motors has stated a delivery term, same must be deemed to have been delivered by be an estimate. A stated delivery term may therefore never be considered a firm deadline. If a term is exceeded, the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following must give ATB Motors written notice of default and grant it a reasonable period of time to Buyerperform its obligations. 4.10 If ATB Motors defaults in its performance, Seller the Buyer may also sell any – to the extent it can make a prima facie case that it has suffered a loss as a result of that default – charge a fee of 0.5% per week for each full week that such default lasts, with said fee not to exceed a maximum of 5% of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of that portion of the Goods under deliveries that could not be put to their intended use as a result of the Contractdefault. 4.6 If Seller's 4.11 Both the Buyer’s claims for losses resulting from a delay in delivery, as well as claims for losses instead of performance that exceed the threshold set out in paragraph 4.10, above, are explicitly excluded in cases of late delivery, even after the delivery note term set by ATB Motors has expired. This will not apply to cases involving intentional acts, deliberate recklessness or package labelling states that harm to an individual’s life, body or health where liability is mandatory. The Buyer can only cancel the Packages in which the Goods are delivered are returnable to SellerAgreement, such Packages shall be returned in accordance with statutory provisions, if the delay in delivery can be attributed to ATB Motors. The foregoing provisions will not lead to a shift in the burden of proof that would disadvantage the Buyer; 4.12 If ATB Motors requires information from the Buyer within the context of the Agreement’s performance, the delivery period will commence after the Buyer has made such instructions. If such Packages are not so returned they information available to ATB Motors. 4.13 ATB Motors will be chargeable at replacement value and no credit entitled to supply the goods in the form of partial deliveries. ATB Motors will be entitled to invoice partial deliveries separately. 4.14 To the extent delivery is impossible, the Buyer will be entitled to claim damages unless the impossibility cannot be attributed to ATB Motors. The Buyer’s right to damages is limited to 10% of the value of the part of the delivery that cannot be put to its intended use due on Packages for which to that impossibility. This limitation does not apply to cases involving intentional acts, deliberate recklessness or harm to an individual's life, body or health where liability is mandatory; none of this will result in a charge have been made by Sellershift of the burden of proof to the Buyer’s disadvantage. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsThe Buyer’s right to dissolve the Agreement will remain unaffected.

Delivery. 4.1 Unless agreed otherwise Any time or date specified for delivery by the Company or the Buyer, in respect of any sale, shall be approximation and guide only unless confirmed in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order ConfirmationCompany. 4.2 Any dates quoted for If the Company is unable to effect delivery of the Goods or performance of Services are approximate only, and time of delivery is not any part of the essencegoods on the date or time stipulated by it or the Buyer, the Buyer shall be obliged to take delivery as and when the Company can reasonably affect such delivery. 4.3 In The Company endeavours to execute 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 event Buyer may suffer as a result of delay in such later delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall The Company is entitled to charge storage costs where the Buyer requests the Company to withhold or postpone delivery, and the Company agrees thereto, and the Buyer undertakes to pay any and all storage costs related to goods not be liable for any delay in delivery of taken, at the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable prevailing storage rates charged by the Goods or Services to be supplied on time (“Delivery Information”)Company. 4.5 If The risk in and to the goods purchased shall pass to the Buyer refuses or fails to take upon delivery. Such delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered effected upon tender of the goods for acceptance by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claimswithin normal business hours, wasted transport, storage and insurance). Following written notice to at the Buyers place of business or such other place nominated by the Buyer, Seller may also sell any or the Company’s place of business, if the Goods at Buyer elects to collect the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contractgoods. 4.6 If Seller's In the event of the Company, for any reason whatsoever, not being able to effect delivery of all the goods, the Company may, in its discretion, effect delivery of such goods as it can, and the Buyer is obliged to accept such partial delivery of goods, and such delivery shall be deemed to be a sale for such listed quantity of goods, concluded in terms of these terms and conditions. 4.7 Should the Buyer have any claim whatsoever, arising out of a partial delivery of the goods, the Buyer shall, notify the Company within 24 hours of receiving or tendering of possession of the goods by the Company or the carrier of the goods, where the carrier is the Company’s agent; and endorse the delivery note or package labelling states that accordingly. 4.8 Unless the Packages Buyer gives timeous notice of the partial delivery, in which terms of 4.7 above, the Goods are delivered are returnable to Seller, such Packages Buyer shall be returned deemed to have received the goods as set out in accordance with the delivery note and relevant invoices. 4.9 Notwithstanding anything previously contained herein, no carrier, as agent of the Company, shall be obliged to enter the premises of the Buyer to enable offloading to be effected. However, if such instructionsvehicle should enter the Buyer’s premises, it shall be deemed to do so at the Buyer’s specific instance and request, and in that event the Company and/or its servants and/or agents shall accept no liability for damage or loss occasioned to the Buyer or any third party, arising in any way from such entry or for that matter, exiting from the Buyer’s premises, or from the offloading thereof. If Further, the Buyer hereby indemnifies and holds the Company harmless against liability for any such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes damage or other containers and palletsloss.

Delivery. 4.1 Unless otherwise agreed by Seller and Buyer, the Laser Products are sold F.O.B. Tucson, Arizona and shipped collect by certified carrier. Except in the case of specially designed shipping containers supplied by Seller or otherwise agreed in writing by Seller, Seller shall ship all laser oscillators in "air ride" vans to avoid damage due to excessive shock. FAILURE TO COMPLY WITH THIS PARAGRAPH 11 SHALL VOID THE WARRANTY REFERRED TO IN PARAGRAPH 13. In the partiesevent that any Laser Products are received by Buyer in a damaged condition, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at Buyer should cease unpacking such Laser Products, request an immediate inspection by the place specified in the Order Confirmation. 4.2 Any dates quoted common carrier responsible for delivery of the Goods or performance of Services are approximate onlydelivery, and furnish the carrier's written report to Xxxxx's insurer and to Seller. Where a delivery date is specified by Seller, that date reflects Seller's best estimate for the probable time required for completion of Xxxxx's order. Seller will use reasonable and diligent efforts to effect shipment on or before the date indicated. Seller shall not be liable, directly or indirectly, for any delay or failure in performance or delivery is or inability to perform or deliver, including without limitation where such delay, failure or inability arise or results form any cause beyond Seller's control or beyond the control of Seller's suppliers or contractor, including, but not of the essence. 4.3 limited to, strike, boycott or other labor disputes, embargo, governmental regulation, inability or delay in obtaining materials. IN NO EVENT SHALL SELLER, IN THE EVENT OF DELAYS OR IN ANY OTHER CIRCUMSTANCES, BE LIABLE TO BUYER OR ANY THIRD PARTIES FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR CONTINGENT DAMAGES, EVEN IF SELLER SHALL BE ADVISED BY BUYER OF THE POSSIBILITY THEREOF. In the event of any such delay or failure in performance, Seller shall have such additional time within which to perform its obligations under this Contract as may reasonably be necessary under the circumstances; and Seller shall also have the right, to the extent necessary in Seller's reasonable judgment, to apportion fairly among its various customers in such manner as Seller may consider equitable Laser Products then available for delivery. If, Buyer as a result of any such contingency, Seller is unable to perform under this Contract in whole or in part, then, to the extent that it is unable to perform, this Contract shall give written notice be deemed terminated without liability to Seller requiring either party, but shall remain in effect as to the delivery to be made within 14 days. Subject to Condition 4.4unaffected portion of this Contract, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goodsany. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise A. If requested by Buyer, Seller will inform Buyer of its estimate of the quantity of CTO it may have available in writing by the partiesany succeeding calendar quarter. Seller’s estimate shall not obligate Seller to provide any minimum quantity. B. Delivery shall be made in as nearly equal monthly quantities as practicable; provided, however, that Buyer acknowledges that Mill outputs may vary significantly within any given calendar quarter. C. Title and risk of loss to all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) CTO shall pass to Buyer at the place specified in the Order ConfirmationMill when loaded into Buyer’s Logistics Equipment, as mutually agreed upon. 4.2 Any dates quoted for delivery D. Seller shall properly package and label the CTO as required, pursuant to the Hazardous Materials Transportation Regulations and OSHA Hazard Communication Standard, and shall provide Buyer with a copy of Seller’s Safety Data Sheet (SDS) with and/or prior to the first shipment of CTO hereunder. Thereafter, Seller shall provide an updated copy of the Goods or performance of Services SDS to Buyer only if there are approximate only, and time of delivery is not of material changes to the essenceinformation contained therein. 4.3 E. Seller shall use commercially reasonable efforts to load CTO on a timely basis into Logistics Equipment ordered into the Xxxxx by Buyer pursuant to Section 1(E). In the event Buyer does not timely provide such Logistics Equipment to any Mill, Seller shall provide notice to Buyer of delay in delivery, such failure (a “Logistics Failure Notice”). Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructionsa written plan to provide sufficient Logistics Equipment within twenty-four (24) hours of such Logistics Failure Notice. If Buyer fails to provide such Logistics Equipment within twenty-four (24) hours of such Logistics Failure Notice, informationthen Seller has the right to arrange for transportation and storage of such CTO from such Mill at Buyer’s expense to a storage location identified by Buyer; provided that if Buyer fails to timely notify Seller of such storage location upon Seller’s written request then Seller shall have the right to arrange, licences at Buyer’s expense, for transportation and storage of such CTO at a location of Seller’s choosing. If Buyer fails to provide such Logistics Equipment from such Mill or authorisations storage facility within seven (7) calendar days after such Logistics Failure Notice, then Seller has the right to enable transfer or sell such CTO to another party, in which case Seller shall be released from its supply obligations hereunder only to the Goods extent of such third-party sale subject to the Logistics Failure Notice, and Buyer shall pay any shortfall between the net price paid by such third-party and the price Seller would have received from Buyer had Buyer timely taken delivery of such CTO. Seller shall fully utilize available storage capacity at the applicable Mill before arranging for additional storage, transporting CTO off-site or Services selling or transferring to a third party. In addition, Seller shall cause each Mill to maintain at least the amount CTO storage capacity as set forth on Exhibit C. F. Buyer and each Mill shall identify a specific individual or group of individuals (the “Tactical Team”) who shall communicate at least weekly to review production, current inventory, and logistics plans relative to loading and shipping schedules for CTO to be supplied on sold to Buyer hereunder. Such communication frequency may be changed from time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered upon mutual written agreement by the due date Tactical Team from Buyer and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contracteach Mill. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing by The Seller shall be deemed to have delivered the parties, all Goods goods either when the goods are delivered FCA despatched from the Seller’s premises or (“Free carrier” as defined in INCOTERMS 2020®the case may be) when goods are ready for collection at the place specified in the Order ConfirmationSeller’s premises. 4.2 Any dates quoted The time for delivery shall not be of the Goods or performance of Services are approximate only, and time of delivery is not essence of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 dayscontract. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 The Seller shall not be liable for any loss or damage whether arising directly or indirectly from delay in delivery. 4.3 The Seller may employ one or more sub-contractors to fulfil some or all of its obligations under the contract. 4.4 The Seller shall be entitled to deliver the goods by instalments and to invoice the Buyer for each such instalment. Each instalment will be considered a separate transaction and the failure of any one delivery shall not affect the due performance of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) contract as a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”)whole. 4.5 If Buyer refuses Should expedited delivery be agreed and necessitate overtime or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time deliveryadditional costs, the Goods will such costs and overtime expenses shall be deemed to have been delivered paid by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If The Seller may, at its absolute discretion, make a reasonable storage charge for custody for all goods standing to the credit of the Buyer, or to the Buyer’s order. Carriage and insurance charges will, unless otherwise stated, be added to all invoices for goods delivered to the Buyer by the Seller's delivery note . 4.7 Unless otherwise specifically mentioned in the Seller’s quotation or package labelling states that acceptance of order, the Packages price does not include any packaging and/or other protection of the goods or parts. Unless otherwise agreed in which the Goods are delivered writing, packing materials and containers, etc. are returnable to Seller, such Packages shall be the Seller and if not returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value charged for. Where returned carriage paid and no in good condition, credit will be due on Packages for which a charge allowed in all cases where packing materials and containers have been charged to the Buyer. 4.8 If a delivery by the Seller, or the acceptance by the Buyer of a delivery, is delayed or prevented because the manufacturer of the goods, their delivery to the Buyer’s works by usual route, or the consumption or use of the goods by the Buyer in the ordinary course of its business has been or is being prevented or hindered by circumstances beyond the reasonable control of either party, including any form of Government intervention, strikes and lockouts relevant to the contract, civil disturbance, wars, acts of Queen’s enemies, Act of God, fire, storm, flood, tempest, seizure, arrest or requisition of goods or raw materials, non-availability of power, breakdown of plant or any other matter outside the control of that party, such delivery shall be suspended, and if it cannot be made within a reasonable time after the due date, the contract may be cancelled by Sellereither party by letter, fax or telex to the other. "Packages" The Buyer shall include bulk tankerspay the Seller such sum as may be equitable in respect of any work performed prior to any such cancellation. Where more than one delivery is to be made under the contract, minibulksdeliveries not so cancelled will be resumed as soon as the circumstances causing the delay cease, flexisbut, cratesexcept where the Seller otherwise agrees in writing, boxes or other containers and palletsthe period during which deliveries are to be made will not be extended.

Delivery. 4.1 Unless 8.1 Except as otherwise agreed otherwise by both parties in writing by the parties, all Goods are delivered FCA EXW (“Free carrier” ex works) Seller’s manufacturing plant stated in the relevant purchase order. EXW (ex works) is as defined in INCOTERMS 2020®2010. The Buyer will provide at its expense adequate and appropriate equipment and manual labour for loading or off-loading (as appropriate) at the place specified in the Order ConfirmationGoods. 4.2 Any 8.2 All delivery dates quoted and times are estimates and not legally binding on the Seller, which will use its reasonable endeavours to make available for collection or deliver (as appropriate) on time. If no delivery of the Goods or performance of Services dates and/or times are approximate onlyspecified, and time delivery will be within a reasonable time. Time of delivery is will not be of the essence. 4.3 In 8.3 The Seller will be deemed not to be in breach of the Contract, and (for the avoidance of doubt) will not be liable in contract, tort or otherwise howsoever and whatever the cause thereof, to the Buyer for any direct, indirect or consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, depletion of goodwill and similar), costs, damages, charges or expenses caused directly or indirectly by any delay or failure in the delivery of the Goods (even if caused by the Seller’s negligence) except as set out in this Condition 8 and the statutory lability of the Seller. 8.4 Any additional costs incurred by the Seller for express deliveries undertaken at the request of the Buyer are for the account of the Buyer and will be added to the Prices and invoiced in accordance with Condition 15.2. 8.5 Any delay in delivery will not entitle the Buyer to cancel the purchase order 8.5.1 the Seller will refund the Buyer any sums which the Buyer has paid to the Seller in respect of that purchase order or part of the purchase order which has been cancelled; and 8.5.2 the Buyer will be under no liability to make any payments under Condition 15 in respect of that purchase order or part of the purchase order which has been cancelled. 8.6 Subject to Condition 13, in the event of delay in delivery, Buyer shall give non-delivery of the Goods following the service of a written notice to Seller requiring by the delivery to be made within 14 days. Subject to Buyer under Condition 4.4, if Seller fails to fulfil 8.5 the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 . The Seller shall not be liable will have no liability for any delay in delivery of failure to deliver to the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay extent that such failure is caused by: (i) a Force Majeure Event or (ii) by the Buyer’s failure to provide the Seller with adequate instructionsdelivery instructions or any other instructions that are relevant to the supply of the Goods. If the Buyer fails to provide written notice of non- delivery in accordance with Condition 8.5, information, licences or authorisations the Seller shall have no liability whatsoever to enable the Goods or Services to Buyer for such non-delivery and the Buyer shall be supplied on time (“Delivery Information”)liable for the Price of the Goods. 4.5 8.7 If the Buyer refuses or fails to take delivery of any of the Goods when they are ready or tendered for delivery (as appropriate) or to provide any Delivery Information instructions, documents, licences or authorisations required to enable the Goods to be delivered on time delivery(except solely on account of the Seller’s default), the Goods will be deemed to have been delivered on or by the due date and (without prejudice to its other rights) the Seller may may: 8.7.1 store or arrange for storage of the Goods until actual delivery or sale in accordance with Condition 8.7.3 and charge the Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following ; and/or 8.7.2 recover from the Buyer all wasted transport costs resulting from the Xxxxx’s refusal or failure to take delivery of the Goods when tendered for delivery; and/or 8.7.3 following written notice to the Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the Price of the Goods under the Contract, having taken into account any charges related to the sale and any charges referred to in Conditions 8.7.1 and 8.7.2. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 9.1 Unless otherwise agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods all prices are net, FOB carrier, Seller’s warehouse and (b) the reasonable title to and proper costs and expenses incurred by Buyer in obtaining replacement goods risk of similar description and quality in the cheapest market available, less the Price loss of the relevant GoodsProduct shall pass to Buyer at F.O.B. point. Seller is not responsible for any loss, damage, or delay that may occur after Products have been accepted for shipment by the carrier. Claims for shipping damages must be made directly with the carrier. Applicable taxes, duties, foreign exchange, and other charges shall be calculated at the rate in effect at the time of transfer of title to Buyer. 4.4 9.2 Buyer shall cooperate fully with Seller’s efforts to deliver Product, and shall be appropriately prepared to safely and promptly receive Product when delivered. 9.3 Buyer is responsible for checking all Products to ensure that the correct volume, concentration levels, and type of Products have been received. Any shortage, excess, mis-shipment, or defect in any Product must be reported to Seller within seven (7) days of receipt of the Product by Buyer. Seller shall not be liable responsible for any delay in delivery claim for shortages or failure to meet specifications after this time. In case of bulk carload or tank car shipments, Seller’s weight shall govern absent manifest error. 9.4 Buyer shall provide adequate access to on site tanks, or other suitable receptacles, to allow for the efficient unloading of the Goods Products. 9.5 Late delivery or Services where failure to supply shall in no event entitle Buyer failed to provide written notice vary or cancel this Agreement, or to claim damages in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) respect thereof. Delivery of Products to Buyer’s failure location shall constitute delivery to provide Seller with adequate instructions, information, licences Buyer; and all risk of loss or authorisations to enable the Goods or Services to damage shall thereupon be supplied on time (“Delivery Information”)assumed by Buyer. 4.5 If 9.6 Upon Buyer’s reasonable request, Seller may, at its option, assist Buyer refuses in loading or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time deliveryunloading Product, the Goods but such assistance will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claimsrendered at Buyer’s sole risk. BUYER SHALL DEFEND, wasted transportINDEMNIFY AND SAVE SELLER GROUP HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, storage and insurance). Following written notice to BuyerDAMAGES, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the ContractINJURIES, LIABILITIES, ACTIONS, CLAIMS OR PROCEEDINGS OF WHATEVER NATURE ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH THE LOADING, DELIVERY OR UNLOADING OF THE PRODUCTS WHETHER OR NOT BASED ON SELLER GROUP’S ACTS OR OMISSIONS. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing 4.1. Each sale of Bunker Fuel shall be confirmed by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order a Bunker Confirmation. 4.2 Any dates quoted for delivery 4.2. Notwithstanding Clause 4.1 but always subject to these General Terms, the Seller may, at the request of the Goods or performance Buyer, agree to sell and deliver Bunker Fuel in the absence of Services are approximate onlya Bunker Confirmation and in each such case the sale of Bunker Fuel shall be confirmed and binding against the Buyer upon the Buyer’s acceptance of price, quoted by Seller. The Seller may thereafter provide the Bunker Confirmation confirming the price accepted by the Buyer but the absence of such Bunker Confirmation shall not render the Bunker Contract void. 4.3. The Buyer shall provide the Seller with a minimum of three (3) working days prior written notice before the arrival of Vessel specifying the following: Xxxxxx’s name, estimated date and time of delivery is not arrival of the essenceVessel, delivery location at the port, method of delivery and confirmation of the receiving rates, grades and quantities of Bunker Fuel required. 4.3 4.4. In the event that the Buyer provides a notice of delay less than three (3) working days as required in Clause 4.3, the Seller shall use its reasonable endeavors, but shall be under no obligation to make the delivery. Where despite short notice the Seller agrees to make delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any resulting delay in delivery of and the Goods or Services where Buyer failed to provide written notice shall reimburse any and all costs incurred by the Seller in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”)making such delivery. 4.5 If Buyer refuses 4.5. The Buyer, or fails to take delivery its agents at the port or place of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, shall give the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods or its representatives at the best price reasonably obtainable in the circumstances port or place of delivery, seventy- two (72) and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value forty-eight (48) hours approximate and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.twenty- four

Delivery. 4.1 Unless 10.1 In relation to commencing and/or supplying the Services: (a) time shall be of the essence for delivery; and (b) if the Supplier fails to deliver the Services within the times agreed otherwise in writing between the Supplier and the Authority (as defined within Schedule 2.1 (Services Description) and Schedule 2.2 (Performance)) without Approval, the Authority may release itself from any obligation to accept and pay for the Services, without prejudice to any other rights and remedies of the Authority. 10.2 Except where otherwise provided in this Agreement, the Goods and/or Spares shall be delivered and installed, and the Services provided by the parties, all Supplier Personnel at such place or places as agreed in writing between the Supplier and the Authority. 10.3 Where the Goods or Spares are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) by the Supplier, the point of Delivery shall be when the Goods or Spares have been removed from the transporting vehicle at the place specified in Premises and installed, or securely stored. Where the Order ConfirmationGoods or Spares are collected by the Authority, the point of delivery shall be when the Goods or Spares are loaded on the Authority’s vehicle. 4.2 Any dates quoted for delivery 10.4 Except where otherwise provided in this Agreement, Delivery shall include the unloading, stacking or installation of the Goods and / or performance of Services are approximate only, and time of delivery is not of Spares by the essenceSupplier Personnel or the Supplier’s suppliers or carriers at such place as the Authority or duly authorised person shall reasonably direct. 4.3 10.5 In the event that not all of delay the Services are Delivered by the relevant dates set out in deliverythis Agreement or by dates agreed in writing between the Supplier and the Authority ("Undelivered Goods or Services"), Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer Authority shall be entitled to cancel withhold payment of the OrderContract Charges for any Undelivered Goods or Services until such time as the Undelivered Goods or Services are Delivered. 10.6 The Authority shall not be under any obligation to accept or pay for any Goods delivered in excess of the quantity agreed in writing between the Supplier and the Authority (“Excess Goods”). Seller’s liability for If the Authority elects not to accept Excess Goods it shall give notice in writing to the Supplier to remove them within five (5) Working Days of such non-delivery will be limited to (a) refunding notice and the Supplier shall reimburse the Authority any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and Contract Charges and/or other expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price Authority as a result of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Excess Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage but not limited to the costs of moving and insurancestoring the Excess Goods). Following written receipt of such notice from the Authority to Buyerremove Excess Goods, Seller may also sell any if the Supplier does not remove such Excess Goods within five (5) Working Days the Authority may, at its absolute discretion, dispose of the Excess Goods at the best price reasonably obtainable in the circumstances and charge Buyer the Supplier for the costs of such disposal. The risk in any shortfall below Excess Goods shall remain with the Price of the Goods under the ContractSupplier at all times. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless The Supplier shall deliver the Goods in accordance with any delivery timescales, delivery dates and delivery instructions (to include, without limitation, as to delivery location and delivery times) set out in the Specification and Tender Response Document, the Order Form or as otherwise agreed otherwise with the Authority in writing. Delivery shall be completed when the Goods have been unloaded at the location specified by the Authority and such delivery has been received by a duly authorised agent, employee or location representative of the Authority. The Authority shall procure that such duly authorised agent, employee or location representative of the Authority is at the delivery location at the agreed delivery date and times in order to accept such delivery. Any arrangement by which the Goods are collected by the Authority in return for a discount on the Contract Price shall be agreed by the Parties in writing by (where due to an emergency such arrangements cannot be committed to writing prior to collection, the partiesParties shall confirm such arrangements in writing as soon as possible following collection). Where the Authority collects the Goods, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at collection is deemed delivery for the place purposes of the Contract. The Supplier shall ensure that a delivery note shall accompany each delivery of the Goods. Such delivery note shall contain the information specified in the Order Confirmation. 4.2 Any Specification and Tender Response Document or as otherwise agreed with the Authority in writing. Where such information requirements as to the content of delivery notes are not specified or separately agreed, such delivery notes shall, as a minimum, contain the Authority’s order number, the name and address of the Authority, a description and quantity of the Goods, and shall show separately any extra agreed charges for containers and/or any other item not included in the Contract Price or, where no charge is made, whether the containers are required to be returned. Part deliveries and/or deliveries outside of the agreed delivery times/dates quoted for may be refused unless the Authority has previously agreed in writing to accept such deliveries. Where delivery of the Goods or performance is refused by the Authority in accordance with this Clause 53.4 of Services are approximate onlythis Schedule 11 of these Call-off Terms and Conditions, the Supplier shall be responsible for all risks, costs and time of expenses associated with the re-delivery is not of the essence. 4.3 In Goods in accordance with the event of delay in deliveryagreed delivery times/dates. Where the Authority accepts delivery more than five (5) days before the agreed delivery date, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer Authority shall be entitled to cancel charge the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid Supplier for the undelivered costs of insurance and storage of the Goods and (b) until the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality agreed date for delivery. Unless otherwise set out in the cheapest market availableSpecification and Tender Response Document or agreed with the Authority in writing, less the Price of Supplier shall be responsible for carriage, insurance, transport, all relevant licences, all related costs, and all other costs associated with the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date location and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any unloading of the Goods at that location. Without limitation to the best price reasonably obtainable foregoing provision of this Clause 53.5 of this Schedule 11 of these Call-off Terms and Conditions, unless otherwise stated in the circumstances Specification and charge Buyer Tender Response Document or agreed with the Authority in writing, the Supplier shall be responsible for obtaining all export and import licences for the Goods and shall be responsible for any shortfall below delays to the Price delivery time due to such licences not being available when required. In the case of any Goods supplied from outside the United Kingdom, the Supplier shall ensure that accurate information is provided to the Authority as to the country of origin of the Goods under and shall be liable to the Contract. 4.6 If Seller's delivery note Authority for any extra duties or package labelling states that the Packages in taxes for which the Authority may be accountable should the country of origin prove to be different from that set out in the Specification and Tender Response Document. All third party carriers engaged to deliver the Goods are delivered are returnable to Seller, such Packages shall at no time be an agent of the Authority and accordingly the Supplier shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value liable to the Authority for the acts and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsomissions of all third party carriers engaged to deliver the Goods to the Authority.

Delivery. 4.1 Unless agreed otherwise in writing by The Supplier shall deliver the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at to the place specified location set out in the Order Confirmationor such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready. 4.2 Delivery is completed on the completion of unloading of the Goods at the Delivery Location. 4.3 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 4.3 In 4.4 If the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller Supplier fails to fulfil deliver the delivery within 14 daysGoods, Buyer its liability shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price price of the relevant Goods. 4.4 Seller . The Supplier shall not be liable have no liability for any delay in delivery of failure to deliver the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay the extent that such failure is caused by: (i) by a Force Majeure Event or (ii) Buyerthe Customer’s failure to provide Seller the Supplier with adequate instructions, information, licences delivery instructions or authorisations any other instructions that are relevant to enable the Goods or Services to be supplied on time (“Delivery Information”)supply of the Goods. 4.5 If Buyer refuses or the Customer fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, within three Business Days of the Supplier notifying the Customer that the Goods will are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract: (a) delivery of the Goods shall be deemed to have been delivered by completed at 9.00 am on the due date third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and (b) the Supplier shall store the Goods until delivery takes place and Seller may charge Buyer the Customer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer. 4.6 If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, Seller the Supplier may also sell any resell or otherwise dispose of part or all of the Goods at and, after deducting reasonable storage and selling costs, account to the best Customer for any excess over the price reasonably obtainable in of the circumstances and Goods or charge Buyer the Customer for any shortfall below the Price price of the Goods under the ContractGoods. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless 2.1 The Supplier shall deliver the Goods in accordance with any delivery timescales, delivery dates and delivery instructions (to include, without limitation, as to delivery location and delivery times) set out in the Specification, the Order Form or as otherwise agreed otherwise with the Authority in writing. 2.2 Delivery shall be completed when the Goods have cleared all relevant export and import customs, all relevant export and import duties have been paid by the Supplier for the relevant Goods, the Goods been unloaded at the location specified by the Authority and such delivery has been received by a duly authorised agent, employee or location representative of the Authority. The Authority shall procure that such duly authorised agent, employee or location representative of the Authority is at the delivery location at the agreed delivery date and times in order to accept such delivery. Any arrangement by which the Goods are collected by the Authority in return for a discount on the Contract Price shall be agreed by the Parties in writing by (where due to an emergency such arrangements cannot be committed to writing prior to collection, the partiesParties shall confirm such arrangements in writing as soon as possible following collection). Where the Authority collects the Goods, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at collection is deemed delivery for the place purposes of the Contract. 2.3 The Supplier shall ensure that a delivery note shall accompany each delivery of the Goods. Such delivery note shall contain the information specified in the Order ConfirmationSpecification or as otherwise agreed with the Authority in writing. Where such information requirements as to the content of delivery notes are not specified or separately agreed, such delivery notes shall, as a minimum, contain the Authority’s order number, the name and address of the Authority, a description and quantity of the Goods, and shall show separately any extra agreed charges for containers and/or any other item not included in the Contract Price or, where no charge is made, whether the containers are required to be returned. 4.2 Any 2.4 With the prior written agreement of both Parties, the arrangements set out in Clause 2.3 of this Schedule 2 of these Call-off Terms and Conditions may be suspended in favour of alternative arrangements (including use of an Electronic Trading System and new logistics process) provided that such alternative arrangements improve service levels and/or reduce costs for the benefit of the Authority. 2.5 Part deliveries and/or deliveries outside of the agreed delivery times/dates quoted for may be refused unless the Authority has previously agreed in writing to accept such deliveries. Where delivery of the Goods or performance is refused by the Authority in accordance with this Clause 2.5 of Services are approximate onlythis Schedule 2 of these Call-off Terms and Conditions, the Supplier shall be responsible for all risks, costs and time of expenses associated with the re-delivery is not of the essence. 4.3 In Goods in accordance with the event of delay in deliveryagreed delivery times/dates. Where the Authority accepts delivery more than five (5) days before the agreed delivery date, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer Authority shall be entitled to cancel charge the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid Supplier for the undelivered costs of insurance and storage of the Goods and (b) until the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality agreed date for delivery. Unless otherwise set out in the cheapest market availableSpecification or agreed with the Authority in writing, less the Price of Supplier shall be responsible for carriage, insurance, transport, all relevant licences (including, at its own risk and expense, carry out all applicable export and import clearance requirements in relation to the relevant Goods. 4.4 Seller shall not be liable for any delay in ), all related costs (including all applicable export and import duties and taxes), and all other costs associated with the delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date location and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any unloading of the Goods at that location. Without limitation to the best price reasonably obtainable foregoing provision of this Clause 2.5 of this Schedule 2 of these Call-off Terms and Conditions, unless otherwise stated in the circumstances Specification or agreed with the Authority in writing, the Supplier shall be responsible for obtaining all export and charge Buyer import licences for the Goods and shall be responsible for any shortfall below delays to the Price delivery time due to such licences not being available when required. The Supplier shall ensure that accurate information is provided to the Authority as to the country of origin of the Goods under Goods. The Supplier shall be liable to the ContractAuthority for any extra duties or taxes for which the Authority may be accountable in relation to the Goods. 4.6 2.6 If Seller's delivery note the Supplier has notified the Authority in the Offer (or package labelling states otherwise in writing) that it has appointed, or it intends to appoint, a third party (including, without limitation, a full line national or regional pharmaceutical wholesalers as appointed by the Packages in which Department of Health and Social Care) to act as its distribution agent:- 2.6.1 such appointment shall not relieve the Goods are delivered are returnable to Seller, such Packages Supplier of its obligations under this Contract; and 2.6.2 the Supplier shall be returned liable for the acts or omissions of its distribution agent. Without prejudice to the generality of the foregoing, the Supplier agrees that any delivery time agreed between the authority and the distribution agent in accordance with such instructions. If such Packages are not so returned they will writing shall be chargeable at replacement value and no credit will be due binding on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsthe Supplier.

Delivery. 4.1 Unless agreed otherwise in writing 3.1 The Goods will be delivered by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place date specified in the Order Confirmation. 4.2 Any dates quoted for Agreement, or if no date is specified, within a reasonable time after receipt of Buyer’s purchase order, subject to the availability of finished Goods. The delivery and/or shipping schedule is the best estimate possible based on conditions existing at the time of the Goods Seller's Sales Confirmation or performance Seller's quotation and receipt of Services are approximate onlyall specifications, as applicable, and time in the case of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited standard items, any such date is subject to (a) refunding any sums which Buyer has paid Seller's receipt of complete information necessary for the undelivered Goods design and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 manufacture. Seller shall not be liable for any delay delays, loss or damage in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 transit or for any delay that is caused by: (i) a Force Majeure Event other direct, indirect, or (ii) Buyer’s failure consequential damages due to provide delays, including without limitation, loss of use. 3.2 Seller with adequate instructionsmay, informationin its sole discretion, licences without liability or authorisations penalty, deliver partial shipments of Goods to enable Buyer as they become available, in advance of the quoted delivery date. If the Goods or Services are to be supplied on time (“Delivery Information”)delivered in installments, then insofar as each shipment is subject to the same Agreement, the Agreement will be treated as a single contract and not severable. 4.5 If 3.3 Seller shall make the Goods available to Buyer refuses at Seller’s factory or fails to designated shipment point (each, "Seller’s Shipment Point") using Seller's standard methods for packaging and shipping such Goods. Buyer shall take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, within five (5) days of Seller's written notice that the Goods will have been delivered to the Seller’s Shipment Point. 3.4 If for any reason Buyer fails to accept delivery of any of the Goods on the date fixed pursuant to Seller's notice that the Goods have been delivered at the Seller’s Shipment Point, or if Seller is unable to deliver the Goods at the Seller’s Shipment Point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorisations: (a) title and risk of loss to the Goods shall pass to Buyer; (b) the Goods shall be deemed to have been delivered by delivered; and (c) Seller, at its option, may store the due date and Seller may charge Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including for demurrage claimsincluding, wasted transportwithout limitation, freight, restocking, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences licenses or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.