Common use of Delivery Clause in Contracts

Delivery. Time is of the essence of this Order. If Seller delivers the goods later than scheduled, Buyer may assess the following amounts as liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for export.

Delivery. Time is of the essence of this Order. If Seller delivers the goods later than scheduledscheduled in Purchase Time Period 2017, Purchase Time Period 2018, Purchase Time Period 2019 and the Purchase Time Period 2020. Buyer may assess the following amounts as liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to 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 of […***…], during the period of time starting […***…] after the delivery date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for export.

Delivery. Time is 4.1. Unless otherwise agreed in writing by Eaton, delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at the 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 writing. 4.2. As notified to the Buyer any dates quoted for delivery of the Supplies are approximate only and may not be made of the essence by notice. Eaton shall not be liable for any delay in delivery of this Orderthe Supplies howsoever caused. If Seller delivers no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the goods later than scheduledSupplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer may assess such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the following amounts Buyer credit in respect thereof. 4.4. Xxxxx'x liability shall be limited to making up the delivery or allowing credit as liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessedabove. 4.5. Where Seller is […***…], Seller shall pay to 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 Supplies are to be assessed as liquidated damages 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 these Terms shall not entitle the Buyer to treat these Terms as a penaltywhole as repudiated. 4.6. In addition If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable 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 costsBuyer, up to a maximum […***…], during the period of time starting […***…] after the delivery date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period Xxxxx'x liability shall be limited to the receipt excess (if any) of the amount cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the LD Cap from Seller until […***…] after Supplies. 4.7. If the LD Cap has been reached after which Buyer may avail itself fails to take delivery of the 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 any other remedies right or remedy available to Eaton, Eaton may:- 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for breach that exist in this Order the reasonable costs (including termination for Seller’s breach handling and insurance) of its delivery obligationsstorage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) Notwithstanding anything herein account to the contraryBuyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, and without limiting 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 Supplies contemplated in clause 4.7 on the Buyer’s other rights hereinbehalf in excess of three (3) months from the the time stated for delivery, no liquidated damages shall apply to late delivery during calendar year […***…]. All delivery designations are INCOTERMS 2010. Unless otherwise stated on the face of this Order, all goods provided under this Order Eaton shall be […***…]entitled to terminate the agreement in respect of such Supplies. Notwithstanding In the foregoing Incotermevent that any part of the price for such Supplies was paid by the Buyer prior to such termination, Seller Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not be responsible for clearing the goods refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. Time Lessor agrees to deliver or cause to be delivered to Lessee, each car being subjected to a Lease pursuant to a Rider and Lessee agrees to accept such delivery and lease such cars under the related Lease hereunder, in each case on the date and at the location specified in the related Rider (and subject to any other delivery conditions or requirements that may be so specified) it being understood the Lessee shall be responsible for any losses caused to the Lessor for Lessee’s failure to accept delivery where the cars so delivered meet the conditions and requirement provided in this Agreement. Each car shall be deemed to be delivered to the Lessee on the date upon which it is received or otherwise deemed delivered pursuant to the related Rider, except that any car which is already in Lessee’s service under a predecessor expiring agreement (other than this Agreement) or a predecessor agreement being terminated in connection with the parties’ entering into this Agreement shall be deemed delivered to Lessee hereunder immediately upon the expiration or termination of such other agreement. Lessor shall be excused from any agreement to deliver the subject cars, and Lessor shall not be liable, for any causes beyond the reasonable control of Lessor (including, but not limited to, delays caused by fire, labor difficulties, delays of carriers and materials suppliers, governmental authority, late delivery by the manufacturer of the essence cars or late delivery by a prior lessee) and, in the event of this Ordera delay in such delivery, Lessor shall deliver the cars to Lessee as soon as reasonably possible thereafter. If Seller delivers Lessor shall also be excused from any agreement to deliver the goods later than scheduledsubject cars, Buyer may assess and the following amounts as liquidated damages Lessor shall have no resulting liability to Lessee for the delay period; provided howeverfailure to deliver, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to 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 prior to the scheduled delivery dates on of the subject cars there occurs 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 date. Except as otherwise set forth material adverse change in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be condition (including but not limited to the receipt financial condition or prospects) of the amount Lessee (or any guarantor or co-obligor of Lessee, if applicable) or any event which, in the good faith judgment of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer may avail itself of any other remedies for breach that exist Lessor would reasonably be expected to result in this Order (including termination for Seller’s breach of its delivery obligations) Notwithstanding anything herein to the contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportsuch a material adverse change.

Delivery. Time is 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 essence Goods or performance of this Order. If Seller delivers Services are approximate only, and time of delivery is not of the goods later than scheduledessence. 4.3 In the event of delay in delivery, Buyer may assess shall give written notice to Seller requiring the following amounts as liquidated damages for the delay period; provided howeverdelivery to be made within 14 days. Subject to Condition 4.4, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…]fails to fulfil the delivery within 14 days, Seller shall pay to 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 entitled to cancel the scheduled delivery dates on a first-in, first-out basis, with each good delivered allocated first to the earliest open scheduled good delivery dateOrder. 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; Seller’s sole liability 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole exclusive remedy for damages for late such non-delivery during the delay period shall will be limited to (a) refunding any sums which Buyer has paid for the receipt 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 at the lowest available market price, less the Price of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, relevant Goods. 4.4 Seller shall not be responsible liable for clearing any delay in delivery of the goods Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for exportany 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 Xxxxx, 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. Time is of (i) On the essence PA Closing Date, the Seller shall deposit with the Escrow Agent, to be held by the Escrow Agent pursuant to the terms of this Order. If Seller delivers the goods later than scheduled, Buyer may assess the following amounts as liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during certificates representing the delay period Initial Escrow Shares and the stock powers executed in blank with respect to such Initial Escrow Shares (the “ Initial Escrow Materials ”) and the Escrow Agent shall be limited to deliver the Purchaser on or about such date, a written confirmation of his receipt of the Initial Escrow Materials; and (ii) on the APA Closing Date, the Seller shall deposit with the Escrow Agent, to be held by the Escrow Agent pursuant to the terms of this Agreement, certificates representing the Remaining Escrow Shares and the stock powers executed in blank with respect to such Remaining Escrow Shares (the “ Remaining Escrow Materials ”) and the Escrow Agent shall deliver the Purchaser on or about such date, a written confirmation of his receipt of the Initial Escrow Materials; provided , that the Seller shall have no obligation to deposit the Remaining Escrow Shares into the Escrow Account (as defined below) if the Seller has satisfied and discharged all of its OCS Debt and Obligations prior to the APA Closing Date. The Remaining Escrow Materials shall be deposited together with an irrevocable power of attorney authorizing the Escrow Agent to release the Remaining Escrow Shares from the Pledge (as defined below), to file a release notice with the Israeli Registrar of Pledges and to take any other reasonable action required to implement such release (without the need for any further consent from the Lenders (as defined below)) immediately prior to any event on which the Escrow Agent shall be entitled to dispose the Remaining Escrow Shares pursuant this Agreement, resulting in the Remaining Escrow Shares being free and clear of any third party charge or rights (as shall be evidenced in writing Israeli Registrar of Pledges’ printout); provided , further that, in the case of (i) and (ii) above, the Seller may, at any time and in its sole discretion (subject to the terms herein), replace the Escrow Shares with an autonomous bank guarantee of a reputable Israeli or US bank, the identity of which should be approved in advance by the Purchaser (the “ Guarantee ”) reflecting the Fair Market Value (as defined herein) of the Escrow Shares, by depositing the Guarantee with the Escrow Agent, whereupon the Escrow Agent shall confirm receipt of such Guarantee to the Purchaser and shall immediately release the appropriate amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 Escrow Shares to the contrary, Seller. The terms and 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 conditions of the face of this Order, all goods provided under this Order Guarantee shall be […***…]. Notwithstanding subject to the foregoing Incotermprior approval of the Purchaser, Seller which shall not be responsible unreasonably withheld, provided, further that the terms and conditions of the Guarantee (including the conditions and procedure for clearing the goods for exportrealization of the Guarantee) shall not be less favorable to the Purchaser than the rights and remedies granted to the Purchaser and/or the Purchaser’s ability to recover from the Escrow Property (as defined below) under this Agreement. The Escrow Property shall be held in escrow until the earlier of (i) date of the termination of the Asset Purchase Agreement, or (ii) the later of (A) the 24 month anniversary of the date of the APA Closing Date or (B) the satisfaction and discharge by the Seller of the OCS Debt and Obligations (the “ Termination Date ”).

Delivery. Time is Seller agrees to deliver possession of the essence Vessel to Buyer at Closing in New Orleans, Louisiana. At or before the time of this Order. If Seller delivers the goods later than scheduled, Buyer may assess the following amounts as liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…]Delivery, Seller shall pay provide to Buyer an amount equal 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 […***…] (“LD Cap”)the Vessel that were provided to Seller at the txxx Xxxxxx acquired the Vessel. For Seller makes no representation or warranty as to the avoidance accuracy of doubtsuch 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 such warranties being expressly WAIVED by Buyer. At the time of Delivery, all risk of loss to the Vessel shall pass to Buyer. Seller will use all reasonable good faith efforts to assist Buyer in determining obtaining any liquidated damages delay periodnecessary certificates for the Vessel, good deliveries pursuant including but not limited to a Certificate of Inspection; however, this Order is not a condition for Closing and all costs and expenses associated with obtaining any such certificates 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 dateresponsibility of Buyer. 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing IncotermFurthermore, Seller shall not be responsible 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 clearing Buyer not to close this transaction. MAINTENANCE AND OPERATION During the goods period of time following receipt of the Deposit by Seller until Closing (the "Period"), the Vessel shall be in the full possession and, other than sale to a third party, at the absolute disposal of Seller for exportall purposes and under its complete control in every respect. Seller shall, during said Period, take all reasonable steps to maintain the Vessel, her machinery, engines, equipment, appurtenances and spare parts in their current condition, ordinary wear and tear excepted. INSPECTION During the Period, Buyer or its designee shall have the right at any reasonable time to inspect or survey the Vessel to satisfy itself that the Vessel is being properly maintained. Any and all costs or expenses associated with such inspection shall be 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 inspection or survey.

Delivery. Time is of the essence of this Order. If Seller delivers the goods later than scheduled, Buyer may assess the following amounts as liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to 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 All Products shall be applied sequentially 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 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 right to modify the delivery dates. In the event Buyer requests a change in the scheduled delivery dates on a first-in, first-out basis, with each good delivered allocated first to date within three (3) business days of 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; shipping date 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 such change, a fee of $500 shall apply. Title and risk of loss shall pass to Buyer at point of delivery if Product is delivered by Seller’s truck. If delivery is not by Seller’s truck, sales are Ex Works Seller’s location. In the costs actually incurred by the event Buyer in transportation over and above normal transportation costs, up to a maximum […***…], during the period of time starting […***…] after the requests that Seller hold or store Products beyond their delivery date. Except as otherwise set forth , or in the Supply Agreementevent Seller is unable to take or otherwise refuses delivery of any Products, Seller may store the Products at Buyer’s sole remedy risk and expense and charge Buyer for damages for late delivery during 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 delay period Products themselves. In instances of bulk carload, tank truck, and tank car shipments, Seller’s weights shall govern. Products shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer may avail itself of any other remedies packed for breach that exist shipment in this Order (including termination for Seller’s breach of its delivery obligations) Notwithstanding anything herein to the contrary, and without limiting Buyer’s other rights herein, no liquidated damages standard packing. Buyer shall apply to late delivery during calendar year […***…]. All delivery designations are INCOTERMS 2010. Unless otherwise stated on the face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing promptly inspecting all Products to ensure that there are no “Deficiencies,” specifically that: (a) the goods for export.Products were delivered without damage; and (b) the correct amounts, concentration levels, and types of Products were delivered. BUYER SHALL NOTIFY SELLER, IN WRITING, OF ANY DEFICIENCIES WITHIN FIVE (5)

Delivery. A. Lead Time is Lead time represents the period of time required by Seller to procure Components, manufacture and deliver a finished Product beginning with the receipt of a Purchase Order for the Product and ending with the shipment of the essence of this Orderfinished Product. If Seller delivers the goods later than scheduled, Buyer may assess the following amounts as liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to Buyer provide Issuing Party a lead time which, at a maximum, represents the longest Component lead time plus one week. B. Timely delivery is an amount equal to […***…] (“LD Cap”)important requirement of Buyer. For the avoidance of doubt, in determining any liquidated damages delay period, good deliveries pursuant to this Order Delivery performance shall be applied sequentially to measured by on-dock date against the scheduled delivery dates on a first-in, first-out basis, with each good delivered allocated first to the earliest open scheduled good agreed delivery date. The parties agree that delivery target is either the above amountsspecified delivery date or the immediately preceeding day. C. To achieve Buyer's Just-In-Time goals, 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 perform frequent on-time deliveries, maintain regional warehouses, or establish "in-house stores" maintained at 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 date. Except as Buyer's production sites. D. Unless otherwise set forth in the Supply Purchase Order, and mutually agreed in writing by both Parties, title and risk of loss shall pass to Issuing Party at the named place of destination as indicated by the Issuing Party. Seller shall consult the Issuing Party on the freight method and carrier and, when Issuing Party is paying for freight, use Issuing Party's prescribed freight method and carrier. E. If Seller delivers Product before the specified delivery date, Issuing Party may, at its option, return such Product at Seller's risk and expense for subsequent delivery on the specified delivery date or retain such material and make payment to terms as if the shipment had been delivered on the specified delivery date. -------------------------------------------------------------------------------- Iomega WS, Supplier RM Rev. P, July 30, 1997 -- -- Page 6 of 26 -------------------------------------------------------------------------------- F. Changes to delivery dates may only be approved by the authorized purchasing representatives for the Issuing Party. The Issuing Party may, without cost or liability, issue change requests for Product quantities and schedule dates in accordance with the Flexibility Agreement. Written confirmation or rejection of any change request will be sent by Seller to the Issuing Party within three (3) business days of receiving a change request, Buyer’s sole remedy and the Issuing Party shall provide a confirming Purchase Order change within three (3) business days of receiving Seller's confirmation. Seller must accept any change requests within the terms of the Flexibility Agreement Requests that fall outside the scope of the Flexibility Agreement will be mutually agreed to as to quantity, timing, and cost, and will become effective only after Parties reach a mutual agreement. G. Seller shall notify Issuing Party in writing immediately if Seller has knowledge of any event which could result in any change to the agreed delivery plan. H. In the event that Product scheduled for damages delivery is more than [*] business days late, Seller agrees to use Issuing Party's preferred carrier (or other transportation mode) if requested by Issuing Party. Seller agrees to absorb any incremental premium transportation cost on such late shipment. In the event that Product scheduled for delivery is more than [*] business days late the Issuing Party may purchase substitute Product elsewhere with no liability to Seller whatsoever, except to the extent that failure to deliver is caused by Issuing Party, Seller will not be liable for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportdelivery.

Delivery. Time 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 the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of INCOTERMS shall have the same meaning in these Conditions but if there is any conflict between the provisions of INCOTERMS and these Conditions, 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 in excess of the essence quantities specified in the delivery schedules. 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 this Orderthe 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 shall be of the essence. If the Seller delivers fails to deliver any of the goods later than scheduledGoods and/or fails to complete the Services by the scheduled date, the Buyer shall (in addition to any other remedies which it may assess have under the following amounts 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 rate of 0.1% of the Price of the Goods and/or Services so delayed for each day which may elapse between the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to Buyer an amount equal to […***…] (“LD Cap”). For the avoidance date 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 and 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 actual date 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 costsdelivery, up to a maximum […***…], during of 10% of the period Price of time starting […***…] after the delivery date. Except as otherwise set forth 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 Supply Agreement, same from other sources and all costs (including Buyer’s sole remedy costs in sourcing for damages for late delivery during alternative supply and Price increases) incurred thereby may, at the delay period Buyer’s option, be deducted from any monies due to or may become due to the Seller (whether under the Contract or otherwise) or shall be limited recoverable as damages, PROVIDED the 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 receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer may avail itself of any other remedies for breach that exist in this Order Purchaser and all payment (including termination for Seller’s breach advance payment) made towards the Price of its delivery obligations) Notwithstanding anything herein Goods and Services cancelled shall be refunded forthwith to the contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for export.

Delivery. 3.1 Unless otherwise specified in the Order, the Delivery Point shall be the Buyer’s place of business. 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 for delivery are business estimates only and not contractual obligations. Time is therefore will not be of the essence of this Orderthe Contract and provided bioMérieux makes delivery within a reasonable time (taking into account all the circumstances) the Buyer shall not be entitled to terminate or rescind the Contract or claim damages in respect of late delivery unless bioMérieux has specifically agreed in writing to the contrary on a contract by contract basis. 3.4 bioMérieux shall not be liable for any delay in delivery of the Goods or performance of the Installation that is caused by a Force Majeure Event, the Buyer’s failure to provide bioMérieux with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods or performance of the Installation, or any other act or omission of the Buyer. 3.5 If for any reason the Buyer fails to accept delivery of the Goods when they are ready for delivery, or bioMérieux is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations: (a) risk in the Goods 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; and (c) bioMérieux may store the Goods until delivery, and the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance). 3.6 bioMérieux may deliver the Goods, or perform the Installation, by separate instalments as agreed with the Buyer. If Seller delivers Each separate instalment shall be invoiced and paid for in accordance with the goods later than scheduledprovisions 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, Buyer may assess at its own cost, such import licences and other consents in relation to the following amounts Goods as liquidated damages for the delay period; provided howeverare required from time to time and, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…]required by bioMérieux, Seller the Buyer shall pay make those licences and consents available to bioMérieux prior to the relevant shipment. 3.8 Any reagents supplied to the Buyer an amount equal to […***…] (“LD Cap”). For by bioMérieux under the avoidance of doubt, in determining any liquidated damages delay period, good deliveries pursuant to this Order Contract shall be applied sequentially packed with a minimum residual shelf life, details of which shall be provided by bioMérieux to the scheduled Buyer upon request. 3.9 bioMérieux shall not be liable for any damage or shortfall in delivery dates of Goods (even if caused by bioMérieux's negligence) unless the Buyer: (a) gives written notice of such damage or shortfall on a first-in, first-out basis, with each good delivered allocated first the form provided by the carrier for that purpose to bioMérieux within 3 working days of delivery; and (b) submits its claim in writing 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 Sales Administration Department 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the bioMérieux within 30 days following receipt of the amount Goods or performance of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportInstallation.

Delivery. Time is of the essence with respect to Xxxxxx’s performance under each Order. Deliveries pursuant to any Order shall be strictly in accordance with the specified quantities, schedules, and other requirements of this the Order. If requested by Xxxxx, Seller delivers shall, at Seller's expense, ship via air or other expedited transportation method to avoid or minimize any actual or potential delay to the goods later than scheduledmaximum extent possible. Xxxxx's Traffic Department will direct Seller as to the method of shipment. However, if Buyer shall request Seller to determine the method of shipment, the Seller shall (a) describe shipments in accordance with the carrier's tariffs to obtain the lowest freight rate; (b) insure or declare value on shipment only to the point designated in the Order; (c) when a shipment is subject to freight rates dependent upon value, annotate the bill of lading, airbill or express receipt to show that the shipment has been released at the maximum value which applies to the lowest rate provided in applicable tariffs; and (d) consolidate all shipments to be forwarded on one day. Seller shall mail the original invoice to Xxxxx's Accounting Department when the articles are shipped. All invoices must state the shipping point. Each case or parcel and accompanying packing list of contents must show Buyer's Order number. If no packing list accompanies the shipment, Xxxxx's count will be conclusive on Seller. Goods furnished in excess of the quantities ordered may assess be retained by Xxxxx for no charge, unless Seller notifies Buyer within forty-five (45) days after shipment that it desires the following amounts as liquidated damages return thereof. Seller shall reimburse Buyer for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to Buyer an amount equal to […***…] (“LD Cap”). For the avoidance full cost 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 returning 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportovershipment.

Delivery. Time 3.1.1 Seller is of legally bound by all delivery times set forth in the essence of this Order. Unless otherwise agreed in writing, part-, over-, early- or short-deliveries are not allowed. 3.1.2 Seller is obliged to immediately inform Xxxxx as soon as it is reasonably foreseeable for Seller that the delivery time cannot be adhered to. If Seller delivers the goods or completes the services later than scheduled, Xxxxx is entitled to all claims under the applicable laws including the right to withdraw from the contract and the claim for damages in lieu of performance if the Buyer has without result set a reasonable period for the Seller for performance or cure. 3.1.3 If Seller delivers the goods or completes the services later than scheduled, Buyer may assess liquidated damages of 3% (at least EUR 500) of the following amounts as total amount of the Order per each commencing week for the delay period. Notwithstanding the foregoing, the amount of liquidated damages shall not exceed 15% (at least EUR 2500) of the total amount of the Order. Xxxxx is entitled to claim liquidated damages in addition to Xxxxx`s claim for performance under the Order. Buyer’s resort to liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay period does not preclude Xxxxx’s right to 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and without limiting Buyer’s other rights herein, no liquidated damages shall apply to late delivery during calendar year […***…]. claims. 3.1.4 All delivery designations are INCOTERMS 2010. The respective delivery designation is also the place where Seller`s delivery obligations are fulfilled (place of fulfillment). Unless otherwise stated on the face of this Orderstated, all goods provided under this Order shall be […***…]delivered FCA Seller’s facility. Notwithstanding However, goods that are to be shipped directly to Buyer’s customer or a location designated by Buyer’s customer that are: (a) not to be exported; or (b) exported from the foregoing IncotermUnited States of America (“U.S.”), shall be delivered EXW Seller’s facility. The term EXW used herein is modified from the INCOTERMS 2010 definition to mean “EXW with Seller shall not be responsible for clearing loading the goods at Seller’s risk and expense”. Buyer may specify contract of carriage in all cases. Failure of Seller to comply with any such Buyer specification shall cause all resulting transportation charges to be for exportthe account of Seller and give rise to any other legal remedies available.

Delivery. 8.1 Except as otherwise agreed by both parties in writing all Goods are delivered EXW (ex works) Seller’s manufacturing plant stated in the relevant purchase order. EXW (ex works) is as defined in INCOTERMS 2010. The Buyer will provide at its expense adequate and appropriate equipment and manual labour for loading or off-loading (as appropriate) the Goods. 8.2 All delivery dates 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 dates and/or times are specified, delivery will be within a reasonable time. Time is of delivery will not be of the essence essence. 8.3 The Seller will be deemed not to be in breach of this Order. If Seller delivers the goods later than scheduledContract, Buyer may assess the following amounts as liquidated damages and (for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to Buyer an amount equal to […***…] (“LD Cap”). For the avoidance of doubt) will not be liable, in determining any liquidated damages delay periodcontract, good deliveries pursuant to this Order shall be applied sequentially tort or otherwise howsoever and whatever the cause thereof, to the scheduled 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 dates on a first-in, first-of the Goods (even if caused by the Seller’s negligence) except as set out basis, with each good delivered allocated first 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 earliest open scheduled good Prices and invoiced in accordance with Condition 14.2. 8.5 Any delay in delivery datewill not entitle the Buyer 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. The parties agree 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 above amounts, are for damages resulting from purchase order which has been cancelled; and 8.5.2 the delay period only; are a reasonable pre estimate of such damages Buyer will suffer as 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 beencancelled. 8.6 Subject to Condition 12, in the event of non-delivery of the Goods following the service of a result of delay based on circumstances existing at written notice by the time this Order was issued; and are to Buyer under Condition 8.5 the Seller’s liability for such non-delivery will be assessed as liquidated damages and not as a penalty. In addition limited to the Liquidated Damages set forth above. Seller agrees to pay the reasonable and proper costs actually and expenses incurred by the Buyer in transportation over obtaining replacement goods of similar description and above normal transportation costs, up to a maximum […***…], during the period of time starting […***…] after the delivery date. Except as otherwise set forth quality in the Supply Agreementcheapest market available, less the Price of the relevant Goods. The Seller will have no liability for any failure to deliver to the extent that such failure is caused by the Buyer’s sole remedy for damages for late failure to provide the Seller with adequate delivery during the delay period shall be limited instructions or any other instructions that are relevant to the receipt supply of the amount Goods. If the Buyer fails to provide written notice of non- delivery in accordance with Condition 8.5, the Seller shall have no liability whatsoever to the Buyer for suchnon-delivery. 8.7 If the Buyer refuses or fails to take delivery of any of the LD Cap from Goods when they are ready or tendered for delivery (as appropriate) or to provide any instructions, documents, licences or authorisations required to enable the Goods to be delivered on time (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: 8.7.1 store or arrange for storage of the Goods until […***…] after actual delivery or sale in accordance with Condition 8.7.3 and charge the LD Cap has been reached after which Buyer may avail itself of any other remedies for breach that exist in this Order all related costs and expenses (including termination storage and insurance); 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 Seller’s breach of its delivery obligations) Notwithstanding anything herein delivery; and/or 8.7.3 following written notice to the contraryBuyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and without limiting Buyer’s other rights hereincharge the Buyer for any shortfall below the Price of the Goods under the Contract, no liquidated damages shall apply having taken into account any charges related to late delivery during calendar year […***…]the sale and any charges referred to in Conditions 8.7.1. All delivery designations are INCOTERMS 2010. Unless otherwise stated on the face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportand 8.7.2.

Delivery. Time is 5.1 Unless agreed in writing the Company offers all items “Free On Transport” (“FOT”) at our store, Brisbane. The Company will arrange for delivery of the essence of this OrderGoods ("Delivery") at additional cost to the Purchaser’s nominated delivery point only if agreed in prior negotiation and specified in writing. If Seller delivers the goods later than scheduled, Buyer may assess the following amounts This would be nominated as liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay “Delivered to Buyer an amount equal to […***…] Door” (“LD CapDTD”). For ) in the avoidance of doubt, respective quotation or Sales Order Agreement. 5.2 The Company is entitled to charge a fee for Delivery if it is not specifically nominated as an inclusion in determining any liquidated damages delay period, good deliveries pursuant the price quoted in an official company quotation. 5.3 The Company is deemed to this Order shall be applied sequentially have delivered the Goods when they are loaded on to the scheduled Purchaser’s nominated transport vehicle FOT or in the case of DTD made available for unloading at the Purchaser's nominated delivery dates on a first-in, first-out basis, with each good delivered allocated first to point. 5.4 The Purchaser is responsible for unloading the earliest open scheduled good delivery date. The parties agree that the above amounts, are for damages resulting Goods 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 Company's delivery vehicle. 5.5 If the time this Order was issued; and Goods are to be assessed as liquidated damages collected by the Purchaser from the Company's store Delivery occurs when the Goods are loaded on the Purchaser's vehicle. 5.6 The Company is not liable for any claims for non-fulfilment or late Delivery of Goods or for any loss or damage (including consequential loss or damage) suffered by the Purchaser arising from delay in delivery or failure to deliver due to circumstances beyond the Company's reasonable control and not as a penaltythe Purchaser shall accept and pay for the goods notwithstanding late delivery. 5.7 The Purchaser shall in its purchase order advise the Company of the nominated delivery point and if applicable the required delivery time. 5.8 Unless otherwise agreed by the Purchaser and the Company, the Company shall be entitled to deliver the Goods in one or more lots. In addition Where delivery of the Goods is effected by way of part delivery the Company shall be entitled to invoice the Purchaser for pro-rata progress payments in respect thereof. 5.9 Notwithstanding the Purchaser's inability to accept delivery of the goods, the Company shall be deemed to have delivered the Goods in accordance with these Terms of Sale and the goods shall be at the Purchaser's risk from the time when the goods have been loaded onto the Purchaser's collecting vehicle or delivered to the Liquidated Damages set forth above. Seller agrees to pay Purchaser's nominated delivery point (as 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportcase requires).

Delivery. Time is Unless otherwise agreed in writing, all deliveries of the essence Products shall be made Ex Works of this Order. If Seller delivers the goods later than scheduled, Buyer may assess the following amounts as liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to Buyer an amount equal to […***…] Seller’s factory (“LD Cap”Incoterms 2018). For the avoidance All risks of doubt, in determining any liquidated damages delay period, good deliveries pursuant to this Order shall be applied sequentially loss or damage to the scheduled delivery dates on a first-in, first-out basis, with each good delivered allocated first Products shall pass from the Seller to the earliest open scheduled good delivery date. The parties agree that Buyer when the above amounts, Products 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 delivered 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 accordance with the agreed trade term as defined. The Seller 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 above normal transportation costsConditions. Times specified for delivery of the Products are given and intended as estimates only unless otherwise agreed in writing. Where a firm time for delivery has been expressly agreed upon, up no delivery shall be considered overdue until the Buyer has made a written request for delivery and given the Seller a reasonable opportunity to a maximum […***…]comply therewith. The Buyer shall have the right to cancel the Contract by serving written notice to the Seller if the Seller is unable, during due to circumstances for which it is fully responsible, to comply with the period extended or postponed delivery time and the Buyer has stated in writing when agreeing to the new delivery time that it will refuse to take delivery if the new delivery date is not met. In no event shall the Seller be liable for indirect, special, consequential, or punitive damages arising out of time starting […***…] after or in connection with the delivery date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during of the delay period Products. The Buyer shall be limited inspect or have inspected the Products delivered and shall notify the Seller in writing of any discrepancy regarding the quantity, specification, or quality of the Products to the order within fourteen (14) days of receipt of the amount Products. Once this time period has elapsed, the Buyer shall be deemed to have accepted the Products. If Buyer timely notifies Seller of any nonconforming Products, the Seller shall replace incorrect Products and deliver additional Products to meet the ordered quantity. The foregoing shall be Buyer’s exclusive remedy with respect to nonconforming Products. The Buyer shall not return any Products without the prior written permission of the LD Cap Seller. Submitting a claim shall at no time release the Buyer from Seller until […***…] after its obligations under the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportContract.

Delivery. Time is Unless otherwise agreed in writing by Seller, 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 ready for delivery. Any dates specified by Seller for delivery of Goods or performance of Services are intended to be an estimate and time for delivery shall not be made of the essence of this Orderby notice. If Seller delivers the goods later than scheduledno dates are so specified, Buyer may assess the following amounts as liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to 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 delivery/performance shall be applied sequentially within a reasonable time. Subject 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incotermprovisions hereof, Seller shall not be responsible liable for clearing 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 Goods or Services (even if caused by Seller’s negligence), nor shall any delay entitle Buyer to terminate or rescind the goods Contract unless such delay exceeds 180 days. If for exportany reason Buyer fails to accept delivery of Goods when ready, or Seller is unable to deliver Goods on time because Buyer has not provided appropriate instructions, documents, licences or authorisations: (i) risk in Goods shall pass to Buyer; (ii) Goods shall be deemed to have been delivered; and (iii) Seller may store Goods until delivery, whereupon Buyer shall be liable for all related 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 at no charge access to its facilities as required by Seller to perform Services, informing Seller of all health/safety rules and security requirements. 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 all costs incurred by Seller.

Delivery. Time is 7.1 Unless otherwise expressly specified in the written acknowledgement of order, delivery of the essence Goods will be made ex-works as defined in INCOTERMS 2000. The Services will be performed at the Service Point. 7.2 Delivery of the Goods or performance of the Services will 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, if no time is agreed, then within a reasonable time, but the time of delivery and performance will not be of the essence. If, despite those endeavours, Supplier is unable for any reason to fulfil any delivery or performance on the specified date, Supplier will be deemed not to be in breach of this Order. If Seller delivers the goods later than scheduledContract, Buyer may assess the following amounts as liquidated damages nor (for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to Buyer an amount equal to […***…] (“LD Cap”). For the avoidance of doubt, in determining ) will Supplier have any liquidated damages delay period, good deliveries pursuant to this Order shall be applied sequentially liability to the scheduled delivery dates on a first-inBuyer for direct, first-out basisindirect or consequential loss (all three of which terms include, with each good delivered allocated first to the earliest open scheduled good delivery date. The parties agree that the above amountswithout limitation, are for damages resulting from the delay period only; are a reasonable pre estimate pure economic loss, loss of such damages Buyer will suffer profits, loss of business, depletion of goodwill and like loss) howsoever caused (including as a result of negligence) by any delay based on circumstances existing or failure in delivery or performance except as set out in this condition. Any delay in delivery or performance will not entitle the Buyer 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 Supplier requiring the delivery or performance to be made and Supplier has not fulfilled the delivery or performance within that period. If the Buyer cancels the Contract in accordance with this clause 7.3 then: 7.3.1 Supplier will refund to the Buyer any sums which the Buyer has paid to Supplier in respect of that Contract or part of the 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 time this Order was issued; Delivery Point adequate and appropriate equipment and manual labour for loading the Goods. 7.5 If the Buyer fails to take delivery of any of the Goods when they are ready for delivery or to provide any instructions, documents, licences or authorisations required to enable the Goods to be assessed as liquidated damages delivered or Services to be performed on time (except solely on account of Supplier’s default), the Goods or Services will be deemed to have been delivered or performed on the due date and not as a penalty. In addition (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, without limitation, storage and insurance); and/or 7.5.2 following written notice to the Liquidated Damages set forth above. Seller agrees to pay Buyer, sell any of the costs actually incurred by Goods at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the price under the Contract or account to the Buyer for any excess achieved over the price under the Contract, in transportation over both cases having taken into account any charges related to the sale. 7.6 The Buyer shall provide or procure the provision to Supplier of all facilities and above normal transportation costs, up such other assistance and services as may be necessary to a maximum […***…], during the period of time starting […***…] after extent and quality necessary to enable Supplier to fulfil its obligations under the delivery dateContract. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period This assistance shall include (but not be limited to) the timely provision of and access to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which information, data, accommodation, computing resources, appropriate Buyer 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 contrary, employees and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exporta safe working environment.

Delivery. Time is 4.1. Unless otherwise agreed in writing by Eaton, delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at the 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 writing. 4.2. As notified to the Buyer any dates quoted for delivery of the Supplies are approximate only and may not be made of the essence by notice. Eaton shall not be liable for any delay in delivery of this Orderthe Supplies howsoever caused. If Seller delivers no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the goods later than scheduledSupplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer may assess such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the following amounts Buyer credit in respect thereof. 4.4. Xxxxx'x liability shall be limited to making up the delivery or allowing credit as liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessedabove. 4.5. Where Seller is […***…], Seller shall pay to 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 Supplies are to be assessed as liquidated damages 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 these Terms shall not entitle the Buyer to treat these Terms as a penaltywhole as repudiated. 4.6. In addition If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable 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 costsBuyer, up to a maximum […***…], during the period of time starting […***…] after the delivery date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period Xxxxx'x liability shall be limited to the receipt excess (if any) of the amount cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the LD Cap from Seller until […***…] after Supplies. 4.7. If the LD Cap has been reached after which Buyer may avail itself fails to take delivery of the 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 any other remedies right or remedy available to Eaton, Eaton may: 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for breach that exist in this Order the reasonable costs (including termination for Seller’s breach handling and insurance) of its delivery obligationsstorage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) Notwithstanding anything herein account to the contraryBuyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, and without limiting 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 Supplies contemplated in clause 4.7 on the Buyer’s other rights hereinbehalf in excess of three (3) months from the the time stated for delivery, no liquidated damages shall apply to late delivery during calendar year […***…]. All delivery designations are INCOTERMS 2010. Unless otherwise stated on the face of this Order, all goods provided under this Order Eaton shall be […***…]entitled to terminate the agreement in respect of such Supplies. Notwithstanding In the foregoing Incotermevent that any part of the price for such Supplies was paid by the Buyer prior to such termination, Seller Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not be responsible for clearing the goods refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. Time 3.1.1 Seller is of legally bound by all delivery times set forth in the essence of this Order. Unless otherwise agreed in writing, part-, over-, early- or short-deliveries are not allowed. 3.1.2 Seller is obliged to immediately inform Xxxxx as soon as it is reasonably foreseeable for Seller that the delivery time cannot be adhered to. If Seller delivers the goods or completes the services later than scheduled, Xxxxx is entitled to all claims under the applicable laws including the right to withdraw from the contract and the claim for damages in lieu of performance if the Buyer has without result set a reasonable period for the Seller for performance or cure. 3.1.3 If Seller delivers the goods or completes the services later than scheduled, Buyer may assess liquidated damages of 3% (at least EUR 500) of the following amounts as total amount of the Order per each commencing week for the delay period. Notwithstanding the foregoing, the amount of liquidated damages shall not exceed 15% (at least EUR 2500) of the total amount of the Order. Buyer is entitled to claim liquidated damages in addition to Xxxxx`s claim for performance under the Order. Buyer’s resort to liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay period does not preclude Xxxxx’s right to 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and without limiting Buyer’s other rights herein, no liquidated damages shall apply to late delivery during calendar year […***…]. claims. 3.1.4 All delivery designations are INCOTERMS 2010. The respective delivery designation is also the place where Seller`s delivery obligations are fulfilled (place of fulfillment). Unless otherwise stated on the face of this Orderstated, all goods provided under this Order shall be […***…]delivered FCA Seller’s facility. Notwithstanding However, goods that are to be shipped directly to Buyer’s customer or a location designated by Buyer’s customer that are: (a) not to be exported; or (b) exported from the foregoing IncotermUnited States of America (“U.S.”), shall be delivered EXW Seller’s facility. The term EXW used herein is modified from the INCOTERMS 2010 definition to mean “EXW with Seller shall not be responsible for clearing loading the goods at Seller’s risk and expense”. Buyer may specify contract of carriage in all cases. Failure of Seller to comply with any such Buyer specification shall cause all resulting transportation charges to be for exportthe account of Seller and give rise to any other legal remedies available.

Delivery. Time The terms of sale under this Agreement will be governed by Incoterms 2020. Buyer’s PO will indicate the shipping terms (i.e., EXW, FOB, DAP). Seller acknowledges that time is of the essence with respect to Seller's obligations under this Agreement and the timely delivery of this Orderthe Products in the correct quantity on the Delivery Date. If any delivery is threatened to be delayed, Seller will promptly provide notice to Buyer’s purchasing department of such delay or threatened delay. If Seller delivers fails to deliver the goods later than scheduledProducts in full on the Delivery Date, Buyer may assess terminate this Agreement by providing written notice to Seller, and Seller will indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller's failure to deliver the following amounts as liquidated damages for Products on the delay period; provided however, if Seller is […***…] liquidated damages may be assessedDelivery Date. Where Seller is […***…], Seller shall pay to Buyer an amount equal to […***…] (“LD Cap”). For In the avoidance event of doubt, in determining any liquidated damages delay period, good deliveries termination pursuant to this Order shall paragraph, Buyer will have the right, in addition to any other rights and remedies conferred by law or under this Agreement, to procure goods and/or services similar to those terminated, and Seller will be applied sequentially liable to Buyer for any excess costs for such similar goods and/or services. Seller will deliver all Products to the scheduled delivery dates Delivery Location during Buyer's normal business hours or as otherwise instructed by Xxxxx. Seller will pack all goods for shipment according to Xxxxx's instructions or, if there are no instructions, in a manner sufficient to ensure that the Products are delivered in undamaged condition. Seller must provide Buyer prior written notice if it requires Buyer to return any packaging material. Any return of such packaging material will be made at Seller's risk of loss and expense. For all shipments of Products, the PO number must appear on a first-inall shipping documents, first-out basisshipping labels, with each good delivered allocated first bills of lading, air waybills, invoices, correspondence and any other documents pertaining to the earliest open scheduled good delivery datePO. The parties agree that Palletized Products will be identified by marking on each side of 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 datepallet. Except as otherwise set forth provided in this Agreement, Seller retains all title and risk of loss of all Products, work in process and other property of either party used in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt performance of the amount PO, and the same will pass to Buyer only upon delivery of the LD Cap from Seller until […***…] after Products at the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportDelivery Location.

Delivery. The Goods shall be delivered to [insert place of delivery or state “to the place outlined by each Purchase Order”] according to the delivery schedule in each Purchase Order. The cost of delivery is deemed included in the Price specified in each Purchase Order and the Price Schedule (Annex B). The Services as described in Article 2.3 shall be performed at the place of delivery and completed by the same delivery date, unless otherwise stated in Article 2.3 of this Agreement. Time is of the essence in the performance of this OrderAgreement. If Seller delivers the goods later than scheduledSupplier fails to make available or provide any Goods or Services within the delivery schedule stated on any Purchase Order, Buyer may assess together with associated shipment documentation (including, without limitation, bills of lading, airway bills and commercial invoices) as are specified in the following amounts Purchase Order, this Agreement, or otherwise as liquidated damages for are customarily utilized in the delay period; provided howevertrade, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…]IOM reserves the right to: Terminate the Purchase Order without liability by giving immediate notice, Seller shall pay and to Buyer an amount equal to […***…] (“LD Cap”). For charge the avoidance of doubt, in determining Supplier 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 loss incurred as a result of delay based on circumstances existing at the Supplier's failure to make the delivery within the time this Order was issuedspecified; and are to be assessed as or Charge liquidated damages and not as a penalty. In addition equal to 0.1% (one-tenth of one per cent) of the Liquidated Damages set forth above. Seller agrees to pay Price for every day of delay or breach of the costs actually incurred delivery schedule by the Buyer in transportation over and above normal transportation costsSupplier. IOM shall have the right to deduct such amount from the Supplier’s outstanding invoices, up to a maximum […***…], during the period of time starting […***…] after the delivery dateif any. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and without limiting Buyer’s other rights herein, no Such liquidated damages shall apply to only be applied when delay is caused solely by the default of the Supplier. Acceptance of goods delivered late delivery during calendar year […***…]. All delivery designations are INCOTERMS 2010. Unless otherwise stated on the face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible deemed a waiver of IOM’s rights to hold the Supplier liable for clearing any loss and/or damage resulting therefrom, nor shall it act as a modification of the Supplier’s obligation to deliver further goods for exportin accordance with a Purchase Order or this Agreement.

Delivery. Time is 8.1 The Delivery time shall run from the latest of the essence following dates: - the date on which full payment has been received by the Seller or the date of this Orderreceipt by the Seller of an adequate documentary credit; - the date on which the Seller receives notice of the issue of valid export and import licenses, where such are necessary for the execution of the Sales Agreement. Delivery terms quoted in the Agreed Order Confirmation are purely indicative and in no case shall have the effect of binding the Seller (please refer to the above article 3). 8.2 The delivery time will be extended: a) If the information required by the Seller delivers for the goods later than scheduledperformance of the Sales Agreement is not received in time; or if the Buyer subsequently changes it thereby causing a delay in the delivery of the Supplies; or if the execution of the delivery of the Supplies had to be changed because documents furnished by the Buyer were not in conformity with the actual circumstances or were incomplete; b) if hindrances occur which the Seller cannot prevent despite using the required care, regardless of whether they affect the Seller or a third party. Such hindrances include, but are not limited to, epidemics, natural catastrophes, mobilizations, wars, revolutions, serious breakdowns in the Seller’s operations, accidents, labour conflicts, late or deficient deliveries by subcontractors of raw materials, semi-finished or finished products, late deliveries of any equipment, official actions or omissions by any State authorities or public bodies, etc.; c) if the Buyer may assess or a third party is behind schedule with work it has to execute or with the following amounts as liquidated damages performance of its contractual obligations; d) if the Buyer delays making any payment or fails to observe the terms of a payment. 8.3 If the Buyer finds that it will be unable to accept the delivery of the Supplies on the due date, or if delays on its part seem likely, it should inform the Seller in writing, stating the reason for the delay period; provided howeverand the date on which it is expected that delivery of the Supplies can take place. If the Buyer fails to accept the delivery of the Supplies on the due date, it shall nevertheless make any payment due as if Seller is […***…] liquidated damages may be assessedthe Supplies had been delivered. Where Seller is […***…], The Seller shall pay to Buyer an amount equal to […***…] (“LD Cap”). For arrange for the avoidance storage 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 Supplies at the time this Order was issued; risk 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 expense of the Buyer in transportation over and above normal transportation costsa forwarding agent's premises. The Buyer shall insure the Supplies at its own expense. The Buyer shall amend any documentary credit, up if any, accordingly. 8.4 The Seller expressly reserves the right to a maximum […***…], during the period of time starting […***…] after the effect delivery date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount Goods in any number of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportseparate shipments.

Delivery. Time 3.1.1 Seller is of legally bound by all delivery times set forth in the essence of this Order. Unless otherwise agreed in writing, part-, over-, early- or short-deliveries are not allowed. 3.1.2 Seller is obliged to immediately inform Xxxxx as soon as it is reasonably foreseeable for Seller that the delivery time cannot be adhered to. If Seller delivers the goods or completes the services later than scheduled, Xxxxx is entitled to all claims under the applicable laws including the right to withdraw from the contract and the claim for damages in lieu of performance if the Buyer has without result set a reasonable period for the Seller for performance or cure. 3.1.3 If Seller delivers the goods or completes the services later than scheduled, Buyer may assess the following agreed amounts as liquidated damages for the delay period; provided however, if Seller . Xxxxx is […***…] entitled to claim liquidated damages may be assessedin addition to Xxxxx`s claim for performance under the Order. Where Seller is […***…], Seller shall pay Buyer’s resort to 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 does not preclude Xxxxx’x right 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and without limiting Buyer’s other rights herein, no liquidated damages shall apply to late delivery during calendar year […***…]. claims. 3.1.4 All delivery designations are INCOTERMS 2010. The respective delivery designation is also the place where Seller`s delivery obligations are fulfilled (place of fulfillment). Unless otherwise stated on the face of this Orderstated, all goods provided under this Order shall be […***…]delivered FCA Seller’s facility. Notwithstanding However, goods that are to be shipped directly to Buyer’s customer or a location designated by Buyer’s customer that are: (a) not to be exported; or (b) exported from the foregoing IncotermUnited States of America (“U.S.”), shall be delivered EXW Seller’s facility. The term EXW used herein is modified from the INCOTERMS 2010 definition to mean “EXW with Seller shall not be responsible for clearing loading the goods at Seller’s risk and expense”. Buyer may specify contract of carriage in all cases. Failure of Seller to comply with any such Buyer specification shall cause all resulting transportation charges to be for export.the account of Seller and give rise to any other legal remedies available. 3. ДОСТАВКА,

Delivery. Seller acknowledges that all terms as to quantity, quality, specifications, and time of delivery are material elements of this Order and must be strictly complied with. Time is of the essence with respect to delivery of goods covered by this Order. Delivery must be in strict compliance with the schedule contained in this Order and shall be made by Seller at such times and places and of such items and quantities as may be specified by KUKA ASSEMBLY AND TEST. KUKA ASSEMBLY AND TEST shall have no liability to Seller for goods delivered to KUKA ASSEMBLY AND TEST either later than the time, or in excess of the quantities, specified which goods may be returned by KUKA ASSEMBLY AND TEST to Seller at Seller's cost. Goods fabricated in excess or in advance of KUKA ASSEMBLY AND TEST's release are at Seller's sole risk. If Seller encounters or anticipates difficulty in meeting the delivery schedule, Seller must immediately notify KUKA ASSEMBLY AND TEST in writing, giving pertinent details; provided, however, that the receipt of such data shall be for information purposes only and shall not be construed as a waiver by KUKA ASSEMBLY AND TEST of any scheduled delivery date or of any other rights or remedies provided by law or this Order. If Seller delivers fails to make timely delivery of all or any portion of the goods later than scheduledcovered by any Purchase Order, Buyer or if any of the goods delivered to KUKA ASSEMBLY AND TEST are defective or not in conformity with any Purchase Order, then KUKA ASSEMBLY AND TEST may assess retain all or any portion of the following amounts as liquidated damages goods delivered and return, at Seller's sole cost and expense, those goods not retained- all without waiver of any claim KUKA ASSEMBLY AND TEST may have against Seller for Seller's breach including, without limitation, the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay right to 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 the right to cancel any Purchase Order. A breach of either these Terms and Conditions or any Purchase Order by Seller will also constitute a penalty. In addition to the Liquidated Damages set forth above. breach by 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer may avail itself of any other Purchase Order between Seller and KUKA ASSEMBLY AND TEST entitling KUKA ASSEMBLY AND TEST, in addition to any other remedies for breach that exist it may have, at law or in this Order (including termination for Seller’s breach of its delivery obligations) Notwithstanding anything herein equity, to the contrary, and without limiting Buyer’s cancel such 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportPurchase Orders.

Delivery. Time is 4.1. Unless otherwise specified in writing by Eaton, delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at the 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 writing. 4.2. As notified to the Buyer any dates quoted for delivery of the Supplies are approximate only and may not be made of the essence by notice. Eaton shall not be liable for any delay in delivery of this Orderthe Supplies howsoever caused. If Seller delivers no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the goods later than scheduledSupplies have been short delivered, Eaton shall at its option: 4.3.1. make up any short delivery by dispatching to the Buyer may assess such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the following amounts Buyer credit in respect thereof 4.4. Xxxxx'x liability shall be limited to making up the delivery or allowing credit as liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessedabove. 4.5. Where Seller is […***…], Seller shall pay to 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 Supplies are to be assessed as liquidated damages 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 these Terms shall not entitle the Buyer to treat these Terms as a penaltywhole as repudiated. 4.6. In addition If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) and Eaton is accordingly liable 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 costsBuyer, up to a maximum […***…], during the period of time starting […***…] after the delivery date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period Xxxxx'x liability shall be limited to the receipt excess (if any) of the amount cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the LD Cap from Seller until […***…] after Supplies. 4.7. If the LD Cap has been reached after which Buyer may avail itself fails to take delivery of the 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 any other remedies right or remedy available to Eaton, Eaton may: 4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay 4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Buyer and charge the Buyer for breach that exist in this Order the reasonable costs (including termination for Seller’s breach handling and insurance) of its delivery obligationsstorage; or 4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) Notwithstanding anything herein account to the contraryBuyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, and without limiting 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 Supplies contemplated in clause 4.7 on the Buyer’s other rights hereinbehalf in excess of three (3) months from the the time stated for delivery, no liquidated damages shall apply to late delivery during calendar year […***…]. All delivery designations are INCOTERMS 2010. Unless otherwise stated on the face of this Order, all goods provided under this Order Eaton shall be […***…]entitled to terminate the agreement in respect of such Supplies. Notwithstanding In the foregoing Incotermevent that any part of the price for such Supplies was paid by the Buyer prior to such termination, Seller Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.9. The Buyer shall not be responsible for clearing the goods refuse to receive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, transport and import purposes.

Delivery. Time 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 by Renold in writing prior to delivery of the essence Goods and/or provision of this the Services (the “Delivery Location”). 5.2 The date for delivery of the Goods and/or provision of the Services shall be specified in the Order. , or 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 to Renold. 5.4 The Seller shall ensure that each delivery is 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. 5.6 Unless otherwise stipulated by Renold in the Order, deliveries shall only be accepted by Renold in normal business hours. 5.7 If the Goods are not delivered and/or the Services not provided on the due date then, without prejudice to any other rights which it may have, Renold reserves the right to: 5.7.1 cancel the Contract in whole or in part; 5.7.2 refuse to accept any subsequent delivery of the Goods and/or provision of the Services which the Seller delivers attempts to make; 5.7.3 recover from the goods later than scheduled, Buyer may assess Seller any expenditure reasonably incurred by Renold in obtaining the following amounts as liquidated Goods and/or Services in substitution from another supplier; and 5.7.4 claim damages for any additional costs, loss or expenses incurred by Renold which are in any way attributable to the delay period; provided however, if Seller's failure to deliver the Goods and/or provide the Services on the due date. 5.8 If the Seller is […***…] liquidated damages may requires Renold to return any packaging material to the Seller that fact must be assessed. 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 Seller. 5.9 Where Seller is […***…], Seller shall pay Renold agrees in writing to Buyer an amount equal to […***…] (“LD Cap”). For accept delivery by instalments the avoidance of doubt, in determining any liquidated damages delay period, good deliveries pursuant to this Order Contract 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 construed as a result single contract in respect 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 penaltyeach instalment. In addition to the Liquidated Damages set forth above. Seller agrees to pay the costs actually incurred Nevertheless failure by the Buyer Seller to deliver any one instalment shall entitle Renold at its option to treat the whole Contract as repudiated. 5.10 If the Goods are delivered to Renold in transportation over and above normal transportation costs, up to a maximum […***…], during the period of time starting […***…] after the delivery date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt excess of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller quantities ordered Renold shall not be responsible bound to pay for clearing the goods 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 accepted for exportfourteen days after any latent defect in the 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 Delivery Location.

Delivery. Time is 4.1 The Company shall ensure that each delivery of the essence Goods is accompanied by a delivery note which shows the date of this the Order. If Seller delivers , all relevant Buyer and Company reference numbers, the goods later than scheduledtype and quantity of the Goods (including code number of the Goods, Buyer may assess where applicable), the following amounts as liquidated damages for total weight of the delay period; provided howeverGoods being delivered and, if Seller the Order is […***…] liquidated damages may being delivered by instalments, the outstanding balance of Goods remaining to be assessed. Where Seller is […***…], Seller shall pay to Buyer an amount equal to […***…] delivered (the “LD CapDelivery Note”). For . 4.2 The method of delivery will be stated on the avoidance Order Acknowledgment and this should be interpreted in accordance with INCOTERMS 2010. 4.3 Any dates quoted for delivery are approximate only, and the time of doubtdelivery is not of the essence. 4.4 If the Company fails to deliver the Goods, in determining any liquidated damages delay period, good deliveries pursuant to this Order its liability shall be applied sequentially limited 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; costs 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 expenses incurred by the Buyer in transportation over obtaining replacement goods of similar description and above normal transportation costs, up to a maximum […***…], during the period of time starting […***…] after the delivery date. Except as otherwise set forth quality in the Supply Agreementcheapest market available, less the price of the Goods. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Buyer’s sole remedy for damages for late failure to provide the Company with adequate delivery during instructions or any other instructions that are relevant to the delay period supply of the Goods. 4.5 The Company may deliver the Goods by instalments, which shall be limited 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 to cancel any other instalment. 4.6 When the receipt Company delivers the Goods the Buyer will be required to sign the Delivery Note to confirm delivery. Signing of the amount Delivery Note by, or on behalf of, the Buyer is proof that the Goods delivered are of the LD Cap from Seller until […***…] after correct quantity and quality. In the LD Cap has been reached after which event that the Delivery Note is not signed by the Buyer may avail itself of any other remedies for breach that exist then the Goods will be deemed delivered in this Order (including termination for Seller’s breach of its delivery obligations) Notwithstanding anything herein to accordance with the contrary, and 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 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 face Delivery Note, is 500kg or less then within one (1) Working Day; or (b) if the total weight of this Orderthe 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 accept delivery of the Goods at the time when the Goods have been notified as ready for delivery, the Company may, at the cost of the Buyer, at its sole discretion store the Goods at the risk of the Buyer and take all goods reasonable steps to safeguard and insure them, provided under this Order that the Buyer shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportimmediately informed thereof.

Delivery. Time 6.1 The Goods shall be delivered to, and the Services shall be performed at, the Delivery Address on the date or within the period stated in the Order (as the case may be), in either case during IAC's usual business hours. 6.2 Where the date of delivery of the Goods or performance of the Services is to be specified after the placing of the Order, the Seller shall give IAC reasonable notice of the specified date. 6.3 The time of delivery of the Goods and performance of the Services is of the essence of this Order. the Contract. 6.4 A packing 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 IAC 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 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 delivers acknowledges that precise conformity of the goods later than scheduledGoods with the Contract is of the essence of the Contract, Buyer and accordingly IAC shall be entitled to reject the Goods if they are not in conformity with the Contract, however slight the breach may assess 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 following amounts as Goods and performance of the Services. 6.9 IAC shall not be obliged to return to the Seller any packaging or packing material for the Goods, whether or not any Goods are accepted by IAC. 6.10 If the Goods are not delivered or the Services are not performed on the due date 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 by way of liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt 2% of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer may avail itself of any other remedies Price for breach that exist in this Order (including termination for Sellerevery week’s breach of its delivery obligations) Notwithstanding anything herein to the contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportdelay.

Delivery. Time is a) Unless otherwise 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 PURCHASER. 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 necessary permits and licenses have been obtained for the storage of the essence of this Order. If Seller delivers goods. d) Where goods are delivered to the nominated, the SUPPLIER shall be deemed to have delivered the goods later than scheduled, Buyer may assess in accordance with the following amounts as liquidated damages Agreement if it obtains a receipt or signed delivery docket for the delay period; provided howevergoods from a person authorised to accept the goods on behalf of the PURCHASER. e) If the nominated address is unattended or if delivery cannot otherwise be effected or the goods cannot be dispatched due to any act, if Seller is […***…] liquidated damages matter or thing beyond the control of the SUPPLIER, the SUPPLIER must promptly advise the PURCHASER and deliver the goods in accordance with the directions of the PURCHASER. f) If the parties agree in writing, the SUPPLIER may be assessed. Where Seller is […***…], Seller supply goods and/or services in instalments and these Terms & Conditions of Sale shall pay apply to Buyer an amount equal to […***…] (“LD Cap”). For each and every supply of goods and/or services. g) The SUPPLIER must deliver the avoidance goods by the date for supply of doubt, in determining any liquidated damages delay period, good deliveries pursuant to this Order shall be applied sequentially goods and/or services agreed between SUPPLIER and the PURCHASER. h) The SUPPLIER must immediately give written notice to the scheduled delivery dates on PURCHASER upon becoming aware that an event may cause a first-in, first-out basis, with each good delivered allocated first delay to the earliest open scheduled good delivery date. The parties agree that of goods by the above amountsdate of supply of goods and/or services. i) Subject to clause 10, are the SUPPLIER must compensate the PURCHASER for damages resulting from the delay period only; are a any reasonable pre estimate of such damages Buyer will suffer costs or expenses incurred as a result of a 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportand/or services.

Delivery. Time 3.1.1 Seller is of legally bound by all delivery times set forth in the essence of this Order. Unless otherwise agreed in writing, part-, over-, early- or short-deliveries are not allowed. 3.1.2 Seller is obliged to immediately inform Xxxxx as soon as it is reasonably foreseeable for Seller that the delivery time cannot be adhered to. If Seller delivers the goods or completes the services later than scheduled, Xxxxx is entitled to all claims under the applicable laws including the right to withdraw from the contract and the claim for damages in lieu of performance if the Buyer has without result set a reasonable period for the Seller for performance or cure. 3.1.3 If Seller delivers the goods or completes the services later than scheduled, Buyer may assess liquidated damages of 3% (at least EUR 500) of the following amounts as total amount of the Order per each commencing week for the delay period. Notwithstanding the foregoing, the amount of the liquidated damages shall not exceed 15% (at least EUR 2.500) of the total amount of the Order. Xxxxx is entitled to claim liquidated damages in addition to Xxxxx`s claim for performance under the Order. Buyer’s resort to liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay period does not preclude Xxxxx’s right to 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and without limiting Buyer’s other rights herein, no liquidated damages shall apply to late delivery during calendar year […***…]. claims. 3.1.4 All delivery designations are INCOTERMS 2010. The respective delivery designation is also the place where Seller`s delivery obligations are fulfilled (place of fulfillment). Unless otherwise stated on the face of this Orderstated, all goods provided under this Order shall be […***…]delivered FCA Seller’s facility. Notwithstanding However, goods that are to be shipped directly to Buyer’s customer or a location designated by Buyer’s customer that are: (a) not to be exported; or (b) exported from the foregoing IncotermUnited States of America (“U.S.”), shall be delivered EXW Seller’s facility. The term EXW used herein is modified from the INCOTERMS 2010 definition to mean “EXW with Seller shall not be responsible for clearing loading the goods at Seller’s risk and expense”. Buyer may specify contract of carriage in all cases. Failure of Seller to comply with any such Buyer specification shall cause all resulting transportation charges to be for exportthe account of Seller and give rise to any other legal remedies available.

Delivery. Time is 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 essence said products and/or services. Costs of this 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 delivery time will be exceeded, Supplier should immediately inform XXX in writing about the delay with valid reasons. If Seller delivers 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 later than scheduledby the date or dates of delivery, Buyer may assess XXX shall without prejudice to any other rights or remedies, exercise the following amounts as liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages rights: a) The supplier may be assessed. Where Seller is […***…]required to airlift the cargo at their costs to save on sailing time to Rotterdam and to avoid a ‘stock-out’ situation. b) In case the late delivery of goods by a supplier has resulted in extra costs/penalties being imposed by IDA’s customer, Seller the same shall pay be passed on to Buyer an amount equal to […***…] (“LD Cap”). For the avoidance of doubt, in determining any liquidated damages delay period, good supplier responsible for such penalties. 2.7 Partial deliveries pursuant are not authorized unless XXX has agreed to this Order shall be applied sequentially to in writing by listing the scheduled partial delivery dates on in the PO. 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 first-indeviation in (to be) delivered quantities, first-out basisXXX has the right to delivery or return of the differences between what has been delivered and what was agreed. Furthermore, with each good delivered allocated first XXX has the right to claim compensation or to cancel 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 agreement 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportthis.

Delivery. Time is a) Unless otherwise 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 PURCHASER. 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 necessary permits and licenses have been obtained for the storage of the essence of this Order. If Seller delivers goods. d) Where goods are delivered to the nominated, the SUPPLIER shall be deemed to have delivered the goods later than scheduled, Buyer may assess in accordance with the following amounts as liquidated damages Agreement if it obtains a receipt or signed delivery docket for the goods from a person authorised to accept the goods on behalf of the PURCHASER. 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 SUPPLIER, the SUPPLIER must promptly advise the PURCHASER and deliver the goods in accordance with the directions of the PURCHASER. f) If the parties agree in writing, the SUPPLIER may supply goods and/or services in instalments and these Terms & Conditions of 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 the PURCHASER upon becoming aware that an event may cause a delay period; provided howeverto the delivery of goods by the date of supply of goods and/or services. i) Subject to clause 10, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to Buyer an amount equal to […***…] (“LD Cap”)the SUPPLIER must compensate the PURCHASER for any reasonable costs or expenses incurred as a result of a delay in the delivery of the goods and/or services. For the avoidance of doubt, in determining any liquidated damages doubt delay period, good deliveries pursuant shall include failure 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 meet identified Milestones 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 date. Except as otherwise set forth detailed in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportpurchase order.

Delivery. Time 4.1 Any delivery date(s) provided by Seller to Customer are non-binding estimates, and Seller reserves the right to modify the delivery date(s) without notice. 4.2 Seller shall inform Customer on its readiness to ship and Customer shall confirm a delivery date within latest 30 days after such confirmation. Customer is aware and acknowledges that any failure to communicate a delivery date within the said period will cause a default of acceptance of Customer. 4.3 Any customary costs incurred in particular for storage, and with a minimum as charged by Seller´s logistic company, be it at Seller´s premises or be it at a third party storage company, shall be reimbursed to Seller within 14 days after receipt of the essence invoice notwithstanding Sellers right to claim further damages incurred. 4.4 For any deferral of this Order. any delivery periods, if so agreed by Seller, Customer hereby agrees that storage at the Seller´s premises shall be subject to the Seller´s respective terms and conditions as valid at the time being. 4.5 If Seller has agreed in writing to a specific delivery or shipping schedule, (i) it shall commence on the date of Seller’s Order Confirmation, but not before Customer’s delivery of other necessary documents, including any agreed security if any and (ii) end on the date on which Seller delivers the goods later than scheduledGoods to the carrier. 4.6 Seller shall be entitled to partial shipments within reason. Seller will also have the option of billing for partial shipments. Partial shipments will be made and invoiced by Seller when ready according to clause 4.2. 4.7 Delay in delivery of any partial shipments shall not relieve Customer of its obligation to pay for any shipments received prior to such delay or its obligation to accept the remaining deliveries. 4.8 If Customer is unable to receive the Goods when tendered, Buyer Customer shall be liable to Seller for any loss, damage, or additional expense incurred or suffered by Seller as a result thereof. 4.9 Any quoted lead time(s) may assess be impacted due to the following amounts as liquidated damages COVID-19 or any future pandemic and any related foreseeable or unforeseeable circumstances arising from it, including but not limited to government regulations, labor shortages, supply chain disruptions, or measures taken to preserve the health and safety of Seller’s workforce. Any quoted lead time(s) shall be considered an estimate based upon the best information available to Seller at the time the estimate is made and is subject to change without notice. 4.10 In case of a delay of Seller, Customer shall send a reminder letter to Seller, stating a reasonable deadline for the fulfillment of the performance. 4.11 Where the Customer incurs damage due to a delay period; provided howeverarising from Seller's slight negligence, if Seller is […***…] liquidated damages may the Customer shall be assessed. Where Seller is […***…], Seller shall pay to Buyer an amount equal to […***…] (“LD Cap”). For the avoidance of doubtentitled, 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 exclusion of further compensation for damages resulting from delay, to claim a half percent (0.5%) for each full week, but overall not more than five percent, of the value of the part of the total delivery that cannot be used in due time because of the delay. If the delay period only; are is caused intentionally or by gross negligence by Seller or constitutes a reasonable pre estimate violation of such damages Buyer will suffer as a result material obligation 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 aboveSeller, statutory liability shall apply. Seller agrees reserves the right to pay demonstrate that the costs actually incurred by Customer has suffered a damage smaller than the Buyer in transportation over and above normal transportation costs, up to a maximum […***…], during the period of time starting […***…] after the delivery date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportaforementioned lump sum.

Delivery. Time 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 essence order until the purchase price which is due in respect of this Orderthe part of the order which has already been delivered has been paid (also refer to paragraph 18.2. 10.4. If Seller delivers the goods later than scheduled, Buyer may assess the following amounts as liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to 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 delivered by road, the customer shall be obliged 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 procure that the delivery date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period destination shall be limited easily accessible to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and without limiting Buyer’s other rights herein, no liquidated damages shall apply to late delivery during calendar year […***…]. All delivery designations are INCOTERMS 2010road transport vehicles. Unless otherwise stated on specifically quoted for the face cost of this Order, all goods provided under this Order does not include delivery or transport costs. The customer shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing 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 exportcollection of the goods at the railhead and the goods shall be regarded as delivered, if Synertech has agreed 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 within 3 business days of the delivery of the goods of the claim in question and specifying the goods relating to such claim. 10.7. The customer shall be obliged to furnish all information necessary to enable delivery of the relevant goods to be effected. If the customer fails or refuses to furnish the information, delays, or fails or refuses to take delivery or fails to make payment, the 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 customer and payable before collection thereof.

Delivery. Time is 5.1 The Seller covenants and agrees with the Buyer with respect to delivery of the essence Product that the Seller will: (a) at its sole risk and expense deliver the Products FOB at the Plant, in accordance with the delivery and packaging instructions of this Order. If Seller delivers the goods later than scheduled, Buyer; (b) notify the Buyer may assess without delay when the following amounts as liquidated damages Products are ready for pick-up; (c) maintain at its own cost adequate storage to facilitate delivery of the Products; (d) provide an maintain at its own cost suitable load-out facilities for the delay periodProducts at the Plant; (e) bear all costs and risks associated with the Products until such time as the Products are delivered to the Buyer or the Buyer's representative in accordance with section 5.1 (a) herein; (f) provide and maintain at its own cost all equipment necessary to load the Products in the Buyer's or the Buyer's representative truck at the Plant; provided howeverand (g) collect and provide to the Buyer or its representative, if samples from each shipment of Product delivered. 5.2 The Seller will provide the Buyer and the Buyer's authorized employees, agents and contractors with free and reasonably unrestricted and undelayed access to the loading area at the Plant in order to allow the Buyer to meet its Product's removal obligations in an efficient and expeditious manner. 5.3 The Seller will be responsible for truck demurrage time in excess of one (1) hour and will reimburse the Buyer for such truck demurrage at the rate such cost is […***…] liquidated damages may be assessedincurred, plus ten (10%) percent administrative penalty. Where Such truck demurrage time shall not exceed three (3) hours per incident unless greed to in advance by the Seller. 5.4 The Buyer will advise the Seller is […***…], when the Buyer has encountered any material non-performance of any obligation of the Seller shall pay to 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 Article 5 and the Seller will have a reasonable time to cure any such non-performance. The Seller will notify the Buyer within twenty-four (24) hours of receiving such notice from the Buyer of the Seller's remedy for the non-performance indicated by the Buyer. 5.5 The Buyer covenants and agrees with the Seller with respect to the scheduled delivery dates on a firstof Products that the Buyer will: (a) promptly remove Products from the Plant so as to avoid any interruption in the operator's regular plant operations; and (b) pick-inup at regular intervals the samples of the Products collected by the Seller pursuant to Section 5.1(g) herein. 5.6 Should the Buyer fail for any reason to promptly take delivery of and remove the Products from the Plant, first-out basis, with each good delivered allocated first the Seller may send written notice to the earliest open scheduled good Buyer by personal delivery dateor facsimile to the Buyer's office of the Buyer's failure to do so. The parties agree that If the above amounts, are for damages resulting from the delay period only; are a reasonable pre estimate Buyer fails to take delivery within twenty-four (24) hours of receipt of such damages notice, then the Seller will be free to remove and sell such Products to other buyers at its discretion. 5.7 If Product does not meet the standards as set out in Schedule A, the Seller may request the Buyer's assistance in disposing of such Product. If 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 dispose of such Product in advance or if subsequent to acceptance of Product by the Buyer the Product is found not to meet the required standard, the Buyer will use its reasonable efforts to dispose of such Product in transportation over a cost efficient way at the best available market price. If Buyer is able to sell such Product, it will evenly divide the net proceeds with the Seller (after accounting for its costs). If the Buyer is not able to sell such Product, the Seller will re-take the Product at its expense, and above normal transportation costs, up in any event Buyer will be entitled to a maximum […***…], during the period of time starting […***…] after the delivery date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited setoff its reasonable costs with notice to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer may avail itself of against any other remedies for breach that exist in this Order (including termination for sums owed to Seller’s breach of its delivery obligations) Notwithstanding anything herein to the contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for export.

Delivery. Time is 1. Unless expressly agreed otherwise in writing, delivery shall always take place "ex works" in accordance with the Incoterms of the essence International Chamber of Commerce, 2020 edition, with Merinox's warehouse in Alblasserdam, the Netherlands being regarded as the works. 2. The Buyer is obliged vis-à-vis Merinox to immediately take delivery of the purchased goods as soon as Merinox has notified the Buyer that they are available for delivery. If the Buyer fails to comply with this obligation, the goods shall be deemed to have been delivered from the notification referred to in the first sentence of this Orderparagraph, and from that time Merinox shall be entitled to store these goods at the Buyer's expense and risk. If Seller delivers In that case, Merinox shall also have the goods later than scheduled, right to invoice the Buyer may assess the following amounts as liquidated damages for the delay period; provided howevergoods, if Seller is […***…] liquidated damages may be assessedwithout prejudice to Merinox’ other rights. 3. Where Seller is […***…], Seller shall pay to 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 Agreed delivery dates on - even if a first-in, first-out basis, with each good delivered allocated first to specific end date or period has been agreed - are approximate and are not final. In the earliest open scheduled good event of late 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 other than as a result of delay based 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 circumstances existing 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 Buyer, while the goods shall travel at the time this Order was issued; and 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 assessed as liquidated damages demonstrated by the Buyer, Merinox shall compensate the Buyer for the costs of returning the goods, provided the Buyer has demonstrated these costs and not as a penaltythese costs are reasonable. In addition to the Liquidated Damages set forth above. Seller agrees to pay the costs actually incurred by all cases, the Buyer in transportation over and above normal transportation costsshall properly insure the return shipment (or have it insured), up to a maximum […***…], during also for the period benefit of time starting […***…] after the delivery date. Except Merinox as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportco-)insured.

Delivery. 6.1 Except as otherwise agreed by both parties in writing all Goods are delivered EXW (ex works) Seller’s manufacturing plant stated in the relevant purchase order. EXW (ex works) is as defined in INCOTERMS 2010. The Buyer will provide at its expense adequate and appropriate equipment and manual labour for loading or off-loading (as appropriate) the Goods. 6.2 All delivery dates 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 dates and/or times are specified, delivery will be within a reasonable time. Time is of delivery will not be of the essence essence. 6.3 The Seller will be deemed not to be in breach of this Order. If Seller delivers the goods later than scheduledContract, Buyer may assess the following amounts as liquidated damages and (for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to Buyer an amount equal to […***…] (“LD Cap”). 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 the second attempt also fails, due to a reason attributable to the Seller, the Buyer shall 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 that 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 11, in determining any liquidated damages delay period, good deliveries pursuant to this Order shall the event of non-delivery of the Goods following the service of a written notice by the Buyer under Condition 6.5 the Seller’s liability for such non-delivery will be applied sequentially limited 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 proper costs and not as a penalty. In addition to the Liquidated Damages set forth above. Seller agrees to pay the costs actually expenses incurred by the Buyer in transportation over obtaining replacement goods of similar description and above normal transportation costs, up to a maximum […***…], during the period of time starting […***…] after the delivery date. Except as otherwise set forth quality in the Supply Agreementcheapest market available, Buyer’s sole remedy less the Price of the relevant Goods. If the Buyer fails to provide written notice of non-delivery in accordance with Condition 6.5, the Seller shall have no liability whatsoever to the Buyer for damages for late such non-delivery during and the delay period Buyer shall be limited liable for the Price of the Goods. 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 instructions, documents, licences or authorisations required to enable the Goods to be delivered on time (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: 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 storage and insurance); and/or 6.7.2 following written notice to the receipt Buyer, sell any of the amount Goods at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the Price of the LD Cap from Seller until […***…] after Goods under the LD Cap has been reached after which Buyer may avail itself of Contract, having taken into account any other remedies for breach that exist in this Order (including termination for Seller’s breach of its delivery obligations) Notwithstanding anything herein charges related to the contrary, sale and without limiting Buyer’s other rights herein, no liquidated damages shall apply any charges referred to late delivery during calendar year […***…]. All delivery designations are INCOTERMS 2010. Unless otherwise stated on the face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportin Condition 6.7.1.

Delivery. Time is Unless otherwise agreed in writing, all deliveries of Products shall be made Free Carrier (FCA) in accordance with ICC’s Incoterms (2020 edition). All risks of loss or damage to the Products shall pass from the Seller to the Buyer when the Products are delivered to the Buyer in accordance with the agreed trade term as defined in ICC's Incoterms (2020 edition). The Buyer will make payment in accordance with clause 4 of these Standard Terms and Conditions. Times specified for delivery of the essence Products are given and intended as estimates only unless otherwise agreed in writing. The applicable delivery times are those indicated in the acknowledgement of this Orderreceipt of the orders. The delivery times run from the date of the acknowledgement of receipt of the order. Where a firm time for delivery has been expressly agreed upon, the Buyer shall be entitled to cancel the Contract by serving written notice to the Seller only if the delivery has been delayed by more than thirty (30) days. If a new time for delivery has been agreed upon with Buyer after Seller delivers has given an early warning of probable delayed delivery, the goods later than scheduledthirty (30) day period shall run from the new time for delivery agreed upon. In no event shall the Seller be liable for indirect, special, consequential or financial damages arising out of or in connection with the late delivery of the Products. The Buyer may assess shall inspect or have inspected the following amounts as liquidated damages Products delivered and shall notify the Seller in writing of any discrepancy regarding the quantity, specification or quality of the Products to the order within fifteen (15) days of delivery of the Products. Once this time period has elapsed, the Buyer shall be deemed to have accepted the Products and shall have no warranty of conformity claim and no claim to compensation whatsoever. If a notification is made within the fifteen (15) day period, the Seller shall repair or replace incorrect Products and/or deliver additional Products to meet the ordered quantity and the Buyer shall have no claim to compensation whatsoever. Freight and insurance cost for return of non conforming Products to the delay period; provided howeverSeller will be borne by the Buyer. In case any returned Product is being found on investigation by the Seller to be conform to the specifications of the order, if the Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay entitled to charge the 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 all costs actually incurred by the Buyer Seller in transportation over and above normal transportation costs, up to a maximum […***…], during the period of time starting […***…] after the delivery date. Except as otherwise set forth in the Supply Agreement, Buyerconnection with Xxxxx’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportclaim.

Delivery. Time is Generally, and unless otherwise expressly established in 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 latter to transport goods to their facilities - in the facilities of GOIZPER. From that moment, all expenses (transport, insurance, customs, etc.), as well as the risks of damage or loss of goods, shall be met by the Customer. For such purposes, the provision of the essence goods shall be understood as depositing them in the facilities of GOIZPER and the corresponding notice to the customer or, in their absence, the haulage contractor assigned, whether this Ordernotice is made by GOIZPER by telephone or in writing. If Seller delivers 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 later than scheduledfrom the facilities of GOIZPER. GOIZPER will never offer closed, Buyer may assess the following amounts as liquidated damages final and/or binding delivery dates. In this regard, all delivery dates indicated by GOIZPER will only be approximate and communicated by GOIZPER in good faith and solely for the purpose of facilitating a 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 estimated delivery date communicated in a non-binding manner. In the event of any delay period; by the Customer in receiving the goods provided howeverin the aforementioned terms, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay GOIZPER reserves the right to Buyer claim from the Customer the payment of 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 equivalent 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 storage costs actually incurred by the Buyer in transportation over and above normal transportation costs, up to demurrage of the materials from the seventh working day after the provision of the goods until the actual receipt thereof. If the delay continues for a maximum […***…], during the period of time starting […***…] after the delivery date. Except as otherwise set forth in the Supply Agreementmore than ninety (90) days, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited GOIZPER may make use of them at its free will, without prejudice to the receipt right of GOIZPER to request the payment of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and without limiting Buyer’s other rights storage costs indicated herein, no liquidated damages shall apply to late delivery during calendar year […***…]. All delivery designations are INCOTERMS 2010. Unless otherwise stated on the face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for export.

Delivery. Time is The Purchase Order shall specify requested delivery dates. Seller shall ship products with appropriate lead-time such that Products arrive at Buyer's dock on or reasonably around the requested arrival dates (absent a Force Majeure Event); provided, that Seller shall notify Buyer if it has reason to believe that any particular shipment of Products may not arrive at Buyer's dock within ten (10) days after the essence of this Order. If Seller delivers requested arrival dates, it being agreed and understood by the goods later parties that the failure by Seller, on more than scheduled, Buyer may assess the following amounts three (3) occasions with respect to any five (5) consecutive required delivery dates as liquidated damages for the delay period; provided however, if Seller is set forth in Purchase Orders previously […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to Buyer an amount equal to […***…] (“LD Cap”). For Confidential information has been omitted and filed separately with the avoidance of doubt, in determining any liquidated damages delay period, good deliveries Securities and Exchange Commission pursuant to this Order shall a confidential treatment request. EXHIBIT 10.22 CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24B-2 CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. THE OMITTED MATERIALS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. delivered by Buyer and agreed upon by Seller, to deliver all units required to be applied sequentially delivered pursuant to such Purchase Orders upon any particular delivery date to Buyer's dock within the scheduled ten-day period following the respective delivery dates on a first-in, first-out basis, with each good delivered allocated first to date (provided 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 cause 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 delivery failure is 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 attributable to a maximum […***…], during the period of time starting […***…] after the request by Buyer that Seller make modifications to one or more Products prior to delivery date. Except as that would not otherwise set forth have had to been made by Seller in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited order to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which deliver Products in accordance with a then-effective Purchase Order) may result in Buyer may avail itself of any other remedies for breach that exist in terminating this Order (including termination for Seller’s breach of its delivery obligations) Notwithstanding anything herein to the contrary, and 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 face of this Order, all goods provided Agreement under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportSection 2.2.

Delivery. Time is 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 upon. 7.2 Any dates quoted for delivery of Goods are approximate only and Stertil shall not be liable for any delay in delivery of the essence Goods howsoever caused. Time for delivery shall not be of this Order. If Seller delivers the goods later than scheduled, Buyer may assess the following amounts as liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. essence. 7.3 Where Seller is […***…], Seller shall pay to 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 Goods are to be assessed as liquidated damages delivered in instalments, each delivery shall constitute a separate contract and failure by Stertil to deliver any one or more of the instalments shall not entitle Purchaser to treat the Contract as a penalty. In addition whole as repudiated. 7.4 If Stertil fails to deliver the Liquidated Damages set forth above. Seller agrees Goods for any reason other than any cause beyond Stertil’s reasonable control or Purchaser’s fault, and Stertil is accordingly liable to pay the costs actually incurred by the Buyer in transportation over and above normal transportation costsPurchaser, up to a maximum […***…], during the period of time starting […***…] after the delivery date. Except as otherwise set forth in the Supply Agreement, BuyerStertil’s sole remedy for damages for late delivery during the delay period liability shall be limited to the receipt excess (if any) of the amount cost to Purchaser (in the cheapest available market) of similar goods to replace those not delivered over the price of the LD Cap from Seller until […***…] after Goods. 7.5 If delivery of the LD Cap has been reached after which Buyer may avail itself of Goods is refused Purchaser shall, without prejudice to any other remedies right or remedy available to Stertil, be liable for breach that exist in this Order (including termination for Seller’s breach of its delivery obligations) Notwithstanding anything herein to the contraryall carriage, handling and without limiting Buyer’s stocking charges incurred. 7.6 Without waiving any other rights hereinor 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 consigned or sent to Purchaser or his agent, no liquidated damages shall apply to late delivery during calendar year […***…]. All delivery designations are INCOTERMS 2010. Unless otherwise stated on the face of this Order, all goods provided under this Order shall claim will be […***…]. Notwithstanding the foregoing Incoterm, Seller accepted by Stertil and it shall not be responsible for clearing liable, insofar as the goods for export.negligence of itself, its servants or agents can be established for: (a) GOODS DAMAGED IN TRANSIT, unless the Stertil and the carrier are notified in writing within 10 days of delivery;

Delivery. Time is 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 essence Goods or performance of this Order. If Seller delivers Services are approximate only, and time of delivery is not of the goods later than scheduledessence. 4.3 In the event of delay in delivery, Buyer may assess shall give written notice to Seller requiring the following amounts as liquidated damages for the delay period; provided howeverdelivery to be made within 14 days. Subject to Condition 4.4, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…]fails to fulfil the delivery within 14 days, Seller shall pay to 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 entitled to cancel the scheduled delivery dates on a first-in, first-out basis, with each good delivered allocated first to the earliest open scheduled good delivery dateOrder. 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; Seller’s sole liability 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole exclusive remedy for damages for late such non-delivery during the delay period shall will be limited to (a) refunding any sums which Buyer has paid for the receipt 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 at the lowest available market price, less the Price of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, relevant Goods. 4.4 Seller shall not be responsible liable for clearing any delay in delivery of the goods Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for exportany 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. Time is of 4.1 Where the essence of this Order. If Seller delivers the goods later than scheduled, Buyer may assess the following amounts as liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to 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 Goods are to be assessed as liquidated damages and not as sourced by the Supplier from a penalty. In addition country outside the United Kingdom the provisions of Clause 4.1 – 4.3 will (subject to any special terms agreed in writing between the parties) apply despite any other provision of the Contract. 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 Liquidated Damages set forth aboveCustomer 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 are approximate only, and the time of delivery is not of the essence. Seller agrees The Supplier shall not be liable for any delay in delivery of the Goods caused by: (a) a Force Majeure Event; or (b) the Customer's failure to pay provide 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 actually incurred by in full) 4.7 If the Buyer in transportation over and above normal transportation costsSupplier fails to Deliver the Goods, up to a maximum […***…], during the period of time starting […***…] after the delivery date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period its liability shall be limited to the receipt 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 amount Goods. The Supplier shall have no liability for any failure to Deliver the Goods to the extent that such failure 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 LD Cap from Seller until […***…] after Goods. 4.8 If the LD Cap has been reached after which Buyer may avail itself Customer fails to collect the Goods within three Business Days of any other remedies for breach the Supplier notifying the Customer that exist in this Order the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event: (including termination for Seller’s breach of its delivery obligationsa) Notwithstanding anything herein Subject to the contraryrelevant Incoterms® 2020, and 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 Delivery of the face of this Order, all goods provided under this Order Goods shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for export.deemed to have been completed at

Delivery. Time is 5.1 Delivery periods shall only be binding if expressly agreed in writing. Unless otherwise agreed in the Contract, delivery periods shall begin on the effective date of the essence 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 this Order. If Seller delivers readiness to ship if the goods later than scheduledProducts 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 assess the following amounts as liquidated damages for the delay only be deemed to be in default after expiry of such grace period; provided however. 5.3 Without prejudicing Seller’s rights arising from Buyer’s default, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to 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 delivery periods and dates 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 deemed 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 extended by the Buyer in transportation over and above normal transportation costs, up to a maximum […***…], during the period of time starting […***…] after the delivery date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer may avail itself of any other remedies for breach that exist in this Order (including termination for fails to comply with its obligations to Seller. In case Seller does not comply with Seller’s breach of its delivery obligations) Notwithstanding anything herein to the contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall only be liable for all types of damages in accordance with Section 13 (Limited Liability) of these Terms and Conditions. 5.4 Seller reserves the right to carry out a delivery using Seller’s own delivery organization. 5.5 Buyer 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 exercise within a reasonable period of time set by Seller, shall be responsible for clearing the goods for exportforfeited.

Delivery. Time is 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 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 essence 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 (where due to an emergency such arrangements cannot be committed to writing prior to collection, the Parties shall confirm such arrangements in writing as soon as possible following collection). Where the Authority collects the Goods, collection is deemed delivery for the 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 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 may be refused unless the Authority has previously agreed in writing to accept such deliveries. Where delivery of the Goods is refused by the Authority in accordance with this Clause 2.4 of this OrderSchedule 2 of these Call-off Terms and Conditions, the Supplier shall be responsible for all risks, costs and expenses associated with the re-delivery of the Goods in accordance with the agreed delivery times/dates. If Seller delivers Where the goods later Authority accepts delivery more than scheduledfive (5) days before the agreed delivery date, Buyer may assess the following amounts as liquidated damages Authority shall be entitled to charge the Supplier for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to Buyer an amount equal to […***…] (“LD Cap”). For the avoidance costs 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; insurance 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt storage of the amount of Goods until the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer may avail itself of any other remedies agreed date for breach that exist in this Order (including termination for Seller’s breach of its delivery obligations) Notwithstanding anything herein to the contrary, and without limiting Buyer’s other rights herein, no liquidated damages shall apply to late delivery during calendar year […***…]. All delivery designations are INCOTERMS 2010delivery. Unless otherwise stated on set out in the face of this OrderSpecification and Tender Response Document or agreed with the Authority in writing, all goods provided under this Order the Supplier shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing carriage, insurance, transport, all relevant licences, all related costs, and all other costs associated with the goods delivery of the Goods to the delivery location and unloading of the Goods at that location. Without limitation to the foregoing provision of this Clause 2.5 of this Schedule 2 of these Call-off Terms and Conditions, unless otherwise stated in the Specification and Tender Response Document or agreed with the Authority in writing, the Supplier shall be responsible for exportobtaining all export and import licences for the Goods and shall be responsible for any delays to the 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 and shall be liable to the Authority for any extra duties or 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 shall at no time be an agent of the Authority and accordingly the Supplier shall be liable to the Authority for the acts and omissions of all third party carriers engaged to deliver the Goods to the Authority.

Delivery. Time 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 essence order until the purchase price which is due in respect of this Orderthe part of the order which has already been delivered has been paid (also refer to paragraph 18.2. 10.4. If Seller delivers the goods later than scheduled, Buyer may assess the following amounts as liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to 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 delivered by road, the customer shall be obliged 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 procure that the delivery date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period destination shall be limited easily accessible to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and without limiting Buyer’s other rights herein, no liquidated damages shall apply to late delivery during calendar year […***…]. All delivery designations are INCOTERMS 2010road transport vehicles. Unless otherwise stated on specifically quoted for the face cost of this Order, all goods provided under this Order does not include delivery or transport costs. The customer shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing 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 exportcollection of the goods at the railhead and the goods shall be regarded as delivered, if Synertech Innovations has agreed 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 within 3 business days of the delivery of the goods of the claim in question and specifying the goods relating to such claim. 10.7. The customer shall be obliged to furnish all information necessary to enable delivery of the relevant goods to be effected. If the customer fails or refuses to furnish the information, delays, or fails or refuses to take delivery or fails to make payment, the 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 customer and payable before collection thereof.

Delivery. Time is 3.1 The Goods will be delivered within a reasonable time after the receipt of the essence Xxxxx's purchase order, subject to availability of this Order. If Seller delivers the goods later than scheduled, Buyer may assess the following amounts as liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to 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 datefinished Goods. The parties agree that delivery and/or shipping schedule is the above amounts, are for damages resulting from the delay period only; are a reasonable pre best estimate of such damages Buyer will suffer as a result of delay possible based on circumstances conditions existing at the time this Order was issued; of Seller's Sales Confirmation or Seller's quotation and are to be assessed receipt of all specifications, as liquidated damages applicable, 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 date. Except as otherwise set forth in the Supply Agreementcase of non-standard items, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited any such date is subject to the Seller's receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer may avail itself of any other remedies complete information necessary for breach that exist in this Order (including termination for Seller’s breach of its delivery obligations) Notwithstanding anything herein to the contrary, design and without limiting Buyer’s other rights herein, no liquidated damages shall apply to late delivery during calendar year […***…]manufacture. All delivery designations are INCOTERMS 2010. Unless otherwise stated on the face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible liable for clearing any delays, loss or damage in transit or for any other direct, indirect, or consequential damages due to delays, including without limitation, loss of use. 3.2 Seller may, in its sole discretion, without liability or penalty, deliver partial shipments of Goods to Buyer and ship the goods Goods as they become available, in advance of the quoted delivery date. If the Goods are 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. 3.3 Seller shall make the Goods available to Buyer at Seller's factory or designated shipment point (each, “Seller’s Shipment Point") using Seller's standard methods for exportpackaging and shipping such Goods. Buyer shall take delivery of the Goods within 5 days of Seller's written notice that the Goods 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 authorizations: (i) title and risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Seller, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

Delivery. Time For dock delivery, included with the Final Offtake Nomination VMSC is to provide Seller all necessary shipping instructions, including without limitation, the identity and quantity of the essence Product and the tentative arrival date(s) (“Arrival Notice”). Upon receipt of this OrderVMSC’s shipping instructions, Seller will advise VMSC as to the specific dock for delivery. If Seller delivers will not be able to deliver VMSC’s product on the goods later than scheduledcommunicated arrival date, Buyer Seller will advise as to the earliest time when VMSC’s product may assess be delivered over the dock. VMSC will use commercially reasonable efforts to ensure that confirmation of the arrival date and time of a vessel will be communicated to Seller by VMSC’s carrier at intervals of at least 24 and 12 hours in advance of the anticipated date and time of arrival of the vessel. Such communication may be effected by telephone, e-mail or facsimile. The following amounts as liquidated damages represents Buyer’s non-binding estimation of the ratable loading schedule for those products to be delivered via the delay period; provided however, if Seller is Refinery docks and are included in the volumes set forth on Schedule 2.6. […***…] liquidated damages may be assessed. Where Seller is BPD RUL • […***…], Seller shall pay to Buyer an amount equal to ] barrel vessel arriving approximately every […***…] (“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; days [***] BPD LCO • [***] barrel vessel arriving approximately every [***] days [***] BPD SRD • [***] barrel vessel day 1 and are to be assessed as liquidated damages every [***] days thereafter • [***] barrel vessel day 3 and not as a penalty. In addition to the Liquidated Damages set forth above. every [***] days thereafter • [***] barrel vessel day 6 and every [***] days thereafter Seller agrees to pay exercise reasonable diligence to provide a safe berth at its owned facilities to which vessels may proceed, at which they may lie, at which they may discharge, and from which they may depart always safely afloat at all stages of the costs actually incurred by the Buyer tide. Seller also agrees to provide free and maintain in transportation over good working order, all of Seller’s facilities (including hoses, pipelines, and above normal transportation coststankage, up to a maximum as well as labor and supervision) necessary on shore for loading. Product Bbls/day Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun RUL […***…], during the period of time starting ] […***…] after the delivery date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be ] […***…]] [***] [***] [***] [***] [***] [***] [***] [***] PUL [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] LCO [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] SRD [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] RUL [***] [***] [***] RUL Ultra Low Sulfur [***] [***] [***] Jet Fuel [***] [***] [***] Light Cycle Oil (LCO) [***] [***] [***] High Sulfur No. Notwithstanding 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 foregoing Incoterm, Seller shall not be responsible for clearing the goods for export.refinery March 2009 n/a n/a April 2009 n/a n/a May 2009 n/a n/a June 2009 n/a n/a

Delivery. Time is of the essence with respect to Xxxxxx’s performance under each Order. Deliveries pursuant to any Order shall be strictly in accordance with the specified quantities, schedules, and other requirements of this the Order. If requested by Xxxxx, Seller delivers shall, at Seller's expense, ship via air or other expedited transportation method to avoid or minimize any actual or potential delay to the goods later than scheduled, Buyer may assess maximum extent possible. Xxxxx's Traffic Department will direct Seller as to the following amounts as liquidated damages for the delay period; provided howevermethod of shipment. However, if Buyer shall request Seller is […***…] liquidated damages may be assessed. Where Seller is […***…]to determine the method of shipment, Seller shall pay (a) describe shipments in accordance with the carrier's tariffs to Buyer an amount equal to […***…] obtain the lowest freight rate; (“LD Cap”). For the avoidance of doubt, in determining any liquidated damages delay period, good deliveries pursuant to this Order shall be applied sequentially b) insure or declare value on shipment only to the scheduled delivery dates on point designated in the Order; (c) when a first-inshipment is subject to freight rates dependent upon value, first-out basisannotate the bill of lading, with each good delivered allocated first airbill or express receipt to show that the shipment has been released at the maximum value which applies 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 issuedlowest rate provided in applicable tariffs; and are (d) consolidate all shipments to be assessed as liquidated damages and not as a penalty. In addition to the Liquidated Damages set forth aboveforwarded on one day. Seller agrees shall mail the original invoice to pay Xxxxx's Accounting Department when the costs actually incurred by articles are shipped. All invoices must state the Buyer shipping point. Each case or parcel and accompanying packing list of contents must show Buyer's Order number. If no packing list accompanies the shipment, Xxxxx's count will be binding on Seller. Goods furnished in transportation over and above normal transportation costs, up to a maximum […***…], during the period of time starting […***…] after the delivery date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt excess of the amount of quantities ordered may be retained by Xxxxx for no charge, unless Seller notifies Buyer within forty-five (45) days after shipment that it desires the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and without limiting Buyer’s other rights herein, no liquidated damages shall apply to late delivery during calendar year […***…]return thereof. All delivery designations are INCOTERMS 2010. Unless otherwise stated on the face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible reimburse Buyer for clearing the goods for exportfull cost of returning such overshipment.

Delivery. Time is 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 essence Goods or performance of this Order. If Seller delivers Services are approximate only, and time of delivery is not of the goods later than scheduledessence. 4.3 In the event of delay in delivery, Buyer may assess shall give written notice to Seller requiring the following amounts as liquidated damages for the delay period; provided howeverdelivery to be made within 14 days. Subject to Condition 4.4, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…]fails to fulfil the delivery within 14 days, Seller shall pay to 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 entitled to cancel the scheduled delivery dates on a first-in, first-out basis, with each good delivered allocated first to the earliest open scheduled good delivery dateOrder. 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; Seller’s sole liability 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole exclusive remedy for damages for late such non-delivery during the delay period shall will be limited to (a) refunding any sums which Buyer has paid for the receipt 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, at the lowest available market price, less the Price of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, relevant Goods. 4.4 Seller shall not be responsible liable for clearing any delay in delivery of the goods Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for exportany 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 Xxxxx, 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

Delivery. Time is 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 essence Products in a manner suitable for export shipment, (b) arrange for shipment of this Orderthe 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. If Seller delivers Accordingly, title to the goods later than scheduledProducts 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 in writing by the Parties. 3.2.2 In order for Xxxxxxxx to ensure that all Products are shipped timely, Buyer may assess the following amounts shall submit a completed Site Requirement form as liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay referenced within Exhibit 5 to Buyer an amount equal Xxxxxxxx at least 30 days prior 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 date. Except 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 delayed by more than 60 days in accordance with section 2.5.3, the Parties agree that (a) as otherwise set forth in the Supply Agreementto Instruments, Buyer’s sole remedy Buyer is permitted to reschedule shipment of up to two Instruments at no additional charge, (b) for damages for late delivery during the delay period each Instrument, Buyer shall be limited responsible to the receipt pay Xxxxxxxx a monthly storage fee of the amount of the LD Cap from Seller until $[…***…] after USD per unit that is not shipped on or by the LD Cap has been reached after which 60th day, and (c) as to Consumables, Buyer may avail itself is permitted to reschedule shipment at no additional charge. Buyer shall remit payment of any other remedies for breach that exist such charges applied in this Order section 3.2.4 (including termination for Seller’s breach b) within 45 days of its delivery obligations) Notwithstanding anything herein to the contrary, and 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 date of receipt of an applicable invoice from Xxxxxxxx following the face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportapplicable storage.

Delivery. Time is 4.1 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 with Get Living. In the event that the Supplier has failed to deliver the Goods within 7 days of the essence Delivery Date (or such other date as agreed with Get Living), Get Living may rescind the Order and, to the extent relevant, Supplier shall refund the Charges in respect of those Goods. 4.2 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location. 4.3 Where it is agreed by Get Living in writing and in advance that the Goods may be delivered by instalments, they may be invoiced and paid for 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 Order. If Seller delivers Agreement, the goods later than scheduled, Buyer Supplier shall store the Goods until actual delivery takes place and may assess the following amounts as liquidated damages charge Get Living for the delay period; provided howeverreasonable costs and expenses of such storage. 4.5 Each Delivery shall be accompanied by a delivery note from the Supplier showing the order number, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…]the date of the Order, Seller shall pay to Buyer an amount equal to […***…] (“LD Cap”). For the avoidance type and quantity of doubtGoods included in the Delivery and, in determining the case of an Order being delivered by instalments, the outstanding balance of Goods remaining to be delivered. 4.6 If the Supplier requires Get Living to return any liquidated damages delay period, good deliveries pursuant to this Order shall be applied sequentially packaging materials to the scheduled delivery dates on a first-inSupplier, 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 fact must 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 clearly stated on the face delivery note accompanying the relevant Delivery, and any such returns shall be at the Supplier’s expense. 4.7 Risk in the Goods shall pass to Get Living on completion of this Order, all goods provided Delivery in accordance with clause 4.2. Title in the Goods shall pass to Get Living on payment by Get Living for the Goods. This clause 4.7 is without prejudice to the rights of rejection that Get Living may have under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportAgreement.

Delivery. Time is 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 and Tender Response Document, a Purchase Order or as otherwise agreed with the Authority in writing. 2.2 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 essence 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 (where due to an emergency such arrangements cannot be committed to writing prior to collection, the Parties shall confirm such arrangements in writing as soon as possible following collection). Where the Authority collects the Goods, collection is deemed delivery for the 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 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. 2.4 Part deliveries and/or deliveries outside of the agreed delivery times/dates may be refused unless the Authority has previously agreed in writing to accept such deliveries. Where delivery of the Goods is refused by the Authority in accordance with this Clause 2.4 of this Order. If Seller delivers Schedule 2, the goods later than scheduled, Buyer may assess the following amounts as liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller Supplier shall pay to 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing all risks, costs and expenses associated with the goods for export.re-delivery of the Goods in accordance with the agreed delivery times/dates. Where the Authority accepts delivery more than five

Delivery. Time is Subject to Landlord’s obligations as expressly provided in Exhibit C, including without limitation Landlord’s obligation to perform Landlord’s Work, by taking possession of any such Phase Premises, Xxxxxx agrees that such Phase Premises are in good order and satisfactory condition with the exception of latent defects in Landlord’s Work that are discovered by Xxxxxx and of which Xxxxxx has delivered Landlord written notice within the first six (6) months following the Delivery Date of the essence applicable Phase Premises. Landlord shall not be liable for any delay or failure to deliver possession of this Order. If Seller delivers any Phase Premises or any other space due to the goods later than scheduledholdover or unlawful possession of such space by another party or other reason, Buyer may assess the following amounts as liquidated damages for the delay period; provided provided, however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller Landlord shall pay use commercially reasonable efforts to Buyer an amount equal obtain possession of any such space in order to […***…] (“LD Cap”). For comply with 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 dateEstimated Delivery Dates. Except as otherwise set forth provided in this Lease, any delay in the Supply Agreementdelivery of any Phase Premises beyond the applicable Delivery Date shall not give rise to any liability or default by Landlord or affect any of the terms of this Lease or Tenant’s obligation to accept the Premises when delivered, Buyer’s sole remedy except (i) (A) if the Delivery Date for damages the Initial Premises does not occur by the Estimated Delivery Date for late the Initial Premises (as extended by delays caused by Tenant or Force Majeure), then Tenant shall receive day for day abatement of Base Rent for the Initial Premises only, for each day delivery during of the delay Initial Premises to Tenant is delayed beyond the Estimated Delivery Date for the Initial Premises (as extended by delays caused by Tenant or Force Majeure), and (B) if the Delivery Date for any of the Second Phase Premises, Third Phase Premises or Fourth Phase Premises does not occur by the date that is thirty (30) days after the applicable Estimated Delivery Date (as extended by delays caused by Tenant or Force Majeure), then Tenant shall receive day for day abatement of Base Rent for the applicable Phase Premises only, for each day delivery of the applicable Phase Premises to Tenant is delayed beyond such thirty (30) day period (as extended by delays caused by Tenant or Force Majeure) and (ii) the applicable Term Commencement Date shall be limited extended to the receipt of date that such Phase Premises are actually delivered in the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer may avail itself of any other remedies for breach that exist condition required under this Lease. Except as otherwise provided in this Order (including termination for SellerLease, Tenant shall not be permitted to take possession of or enter any Phase Premises before the applicable Term Commencement Date without Landlord’s breach permission. If Tenant takes possession of its delivery obligations) Notwithstanding anything herein or enters the Phase Premises before the applicable Term Commencement Date, Tenant’s possession or entry before such Term Commencement Date shall be subject to the contrary, terms and 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 face conditions of this OrderLease; provided, all goods provided under this Order however, except for the cost of utilities and services used or requested by Tenant (e.g., after-hours HVAC service), Tenant shall not be […***…]required to pay Rent for any such possession or entry before such Term Commencement Date during which Tenant, with Landlord’s approval, has entered, or is in possession of, such Phase Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property. Notwithstanding the foregoing Incotermforegoing, Seller during the thirty (30) day period immediately preceding the Estimated Delivery Date for the Fourth Phase Premises, Tenant shall have access to the Fourth Phase Premises for purposes of readying the Fourth Phase Premises for the Initial Tenant Work, installing specialty equipment, furniture, fixtures, telephone and computer cabling equipment, wiring and other equipment in the Premises (“Early Access Period”). At all times after the applicable Delivery Date, including the Early Access Period, Tenant shall use reasonable efforts to mitigate any disturbance or interference with Xxxxxxxx’s completion of the Landlord’s Work, if any. During the Early Access Period, during which Tenant shall be permitted access to the Premises, all terms and conditions of this Lease shall apply, provided that, except for the cost of utilities and services, Tenant shall not be responsible required to pay Rent for clearing the goods for exportFourth Phase Premises.

Delivery. Time is 5.1. Unless otherwise specified in the Order Confirmation, we shall deliver the Goods pursuant to "FCA" (as defined in the Incoterms® 2010, or such replacement version of the essence Incoterms), to the delivery place named in the Order Confirmation. Where the delivery place is not named, this shall be our premises at Hayhole Works, Northumberland Dock Road, Wallsend, Tyne & Wear, NE28 0PB. Where the delivery method is not stated in the Order Confirmation, we shall select, at our sole discretion, the delivery method and carrier, and set the timeframe for delivery. Where we contract for carriage under FCA, we do so at the Buyer's risk and expense. The timeframes provided for delivery are an estimated date only. We do not assume any kind of this Orderguarantee for these dates. Time of delivery of goods is not of the essence. If Seller delivers the goods later than scheduledBuyer fails to take delivery of the Goods within three days of us notifying it that the Goods are at the delivery location, then delivery shall be deemed to have been completed and we shall be entitled to store the Goods until delivery actually takes place, and charge the Buyer for all related costs and expenses (including insurance). If within a further period of five days, the Buyer has not taken delivery, we may resell or otherwise dispose of the Goods and after deducting our related costs and expenses of storage (as noted above), we may charge the Buyer for any shortfall below the price of the Goods. 5.2. Unless otherwise expressly agreed in writing in individual instances, we may deliver a surplus /short deliveries of Goods up to and including ten percent (10%) of the ordered quantity or weight of Goods, in which case the Buyer may assess not rejected the following amounts as liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may Goods but a pro-rata price adjustment will be assessedmade. Where Seller is […***…], Seller shall pay to Buyer an amount equal to […***…] (“LD Cap”). For the avoidance The weight of doubt, in determining any liquidated damages delay period, good deliveries pursuant to this Order Goods delivered shall be applied sequentially to conclusive as per the scheduled delivery dates net weight indicated on a first-in, first-out basis, with each good delivered allocated first to the earliest open scheduled good delivery datedispatch note. The parties agree that If the above amounts, are for damages resulting import regulations of the country of destination prohibit deviations from the delay period only; are a reasonable pre estimate of such damages ordered amount, the Buyer will suffer as a result of delay based on circumstances existing is obliged to inform us at the time of order. Should the Buyer omit this information, the Buyer shall be liable for all costs, losses, expenses, fines, demands and damages (on an indemnification and hold harmless basis) caused by the Buyer's failure, and whether incurred by the us or the Buyer. 5.3. We shall have the right to effect partial delivery in respect of any order. 5.4. The Buyer may specifically request that an order is to be delivered in instalments. If we agree, the dates for delivery of each instalment of Goods will be set out in the Order was issued; Confirmation. These dates will be estimates only. The Buyer shall not be permitted to bring forward any estimated dates for delivery of instalments or to cancel any instalments, and the Buyer is contractually obliged to purchase, and take delivery of all instalments on the estimated delivery date, as at the date of our Order Confirmation. Where orders are to be assessed delivered by instalments, they may be invoiced and paid for separately. References in these Terms and Conditions to orders shall, where applicable, be read as liquidated damages and not as a penaltyreferences to instalments. 5.5. In addition Any containers provided by us will be made available to the Liquidated Damages set forth aboveBuyer for up to two months for an appropriate fee. Seller agrees to pay We will collect the containers within a reasonable time period after notification for collection. Euro pallets shall be only delivered in exchange for the same number of undamaged empty pallets (euro pallets). The Buyer shall bear the costs actually incurred by for repair or changing of containers or Euro pallets in case of loss or damage. As long as the obligation to return or to indemnify is not fulfilled, the Buyer in transportation over and above normal transportation costs, up to a maximum […***…], during the period of time starting […***…] after the delivery date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportpay an appropriate fee.

Delivery. Time is (A) The delivery times provided by the Seller are an indication only and depend on various factors such as availability of the essence Seller’s stock and, if required under the Contract, receipt of this Orderthe Buyer’s instructions or approval. Accordingly, time for delivery shall not be of the essence. Delivery of the Goods shall be in accordance with the specific incoterm stated in the Quotation and unless otherwise agreed, ex-works from the Seller’s premises or such other location as the Seller advises. The Buyer shall collect the Goods and be responsible for loading and transporting the Goods at its sole risk and liability. Any delays in the delivery of the Goods shall not entitle the Buyer to refuse to take delivery of the Goods, claim compensation or other damages, withhold payments due or terminate the Contract. (B) The Buyer shall accept delivery of any shipment or consignment of the Goods which is within ten percent (10%) of the Contract quantity. Payment for the Goods so delivered shall be increased or decreased on a pro rata basis. The Seller is not bound to deliver the Goods in one consignment and the Buyer shall accept split deliveries or delivery by instalments. Goods are sent packed in accordance with the Seller’s normal practice. If Seller delivers the goods later than scheduledBuyer fails or refuses to take delivery of the Goods, the Buyer may assess the following amounts as liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to 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 liable for all costs, charges and expenses incurred including storage, handling and interest. (C) If Seller agrees to deliver the Goods, any shortage or visible damage to the scheduled Goods (including packing) must be noted on the xxxxxxx’x xxxx of lading or 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 note at the time this Order of delivery or within such time as to enable the Seller to comply with the carrier’s conditions of carriage. Details of any shortage or damage must be sent immediately to the Seller in writing. If the bill of lading or delivery note is signed by or on behalf of the Buyer without exception such signature shall constitute conclusive proof that the Goods were received in good order and the quantity was issued; and are to be assessed as liquidated damages and not as a penaltycorrect. 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 costscase of non-delivery of a whole shipment or consignment, up to a maximum […***…], during the period of time starting […***…] after the delivery date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall written claim must be limited to the receipt made within seven (7) days of the amount date of the LD Cap from Seller until […***…] after advice note or the LD Cap has been reached after which Buyer 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 invoice whichever is the contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportlater.

Delivery. 2.1 Time is of the essence of this the Order. If 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 delivers 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 than scheduleddelivery 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, Buyer may assess xxxx and ship the following amounts as liquidated damages goods in accordance with standards and norms for the delay period; provided however, if Seller is […***…] liquidated damages may be assessedtypes 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. Where Seller is […***…]In addition, Seller shall pay comply with any packing, marking or shipping instructions provided by the Buyer. Buyer shall not be charged for packing, 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 (which provides the quantity and description of the goods contained therein) shall be placed within the container. 2.3 Unless otherwise stated by Buyer an amount equal to […***…] on the Face of the Order, for US shipments: (“LD Cap”). For the avoidance of doubt, in determining any liquidated damages delay period, good deliveries a) Seller shall arrange for freight pursuant to this Order Buyer’s instructions; (b) Buyer shall be applied sequentially to the scheduled delivery dates pay for freight on a first-in, first-out collect 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 (c) title to be assessed as liquidated damages and not as a penalty. In addition risk of loss for all goods shall remain with Seller until delivery of the goods 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer may avail itself of any facility or such other remedies for breach that exist in this Order (including termination for Seller’s breach of its delivery obligations) Notwithstanding anything herein to the contrary, and without limiting destination specified by 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 by Xxxxx on the face Face of this the Order, all for international shipments, delivery of goods provided under this Order shall be […***…]. Notwithstanding made FOB named port in accordance with Incoterms 2000. 2.4 Buyer’s failure at any time to require strict performance by Seller of any of the foregoing Incoterm, Seller provisions herein shall not be responsible for clearing the goods for exportwaive or diminish Buyer’s right thereafter to demand strict compliance therewith or with any other provisions. Waiver of any default shall not waive any other default.

Delivery. Time is 16.1 Unless otherwise notified by the Company in the Order, the Goods shall be delivered Free Carrier (in accordance with the most recent version of the essence Incoterms), to such place of this delivery as 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 the Order, or if no such date is specified then delivery shall take place within 28 days after placing the Order. If Seller delivers the goods actual date of delivery to the Company’s premises is later than scheduledthat specified in the Order then without prejudice to any other rights it may have, Buyer the Company may assess apply the following amounts remedies as liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to 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 date. Except as otherwise set forth in these Conditions. 16.3 The Seller warrants that all components and spare parts of the Supply Agreement, Buyer’s sole remedy for damages for late delivery delivered Goods (including any software) will be available during the delay period shall be limited technical life of the delivered Goods and promptly dispatched to the receipt Company upon its request. 16.4 The Seller shall ensure that each delivery is accompanied by a delivery note which shows, inter alia, the Order number, line item number, date of Order, number of packages and contents and, in the case of partial delivery, the 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 amount Seller. 16.7 Where the Company agrees in writing to accept delivery by installments the Contract will be construed as a single Contract in respect of each installment. Nevertheless, failure by the LD Cap from Seller until […***…] after to deliver any installment shall entitle the LD Cap has been reached after which Buyer may Company to avail itself of any other the remedies for breach that exist as set forth in this Order (including termination for Seller’s breach of its delivery obligations) Notwithstanding anything herein Article 8. 16.8 If the Goods are delivered to the contraryCompany in excess of the quantities ordered, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller Company shall not be responsible bound to pay for clearing the goods for exportexcess and any excess will be and will remain at the Seller’s risk and will be returnable at the Seller’s expense.

Delivery. Time 9.1 We deliver all orders for products to You ex works Our factory or warehouse identified in the Sales Agreement (Incoterms® 2010), unless different delivery terms are stated. 9.2 We may make, and invoice for, partial delivery of an order if this does not cause undue inconvenience to You and if We pay any re- sulting additional delivery expenses. 9.3 The date on or by which We expect to deliver an order to You (the “Target Delivery Date”) is stated in the Sales Agreement. 9.4 We aim to meet the Target Delivery Date, but factors such as a lack of raw materials, possible late deliveries by Our suppliers, and pos- sible transportation problems may cause delays, and we therefore cannot and do not guarantee delivery on or by a specific date. 9.5 If We fail to deliver an order, or any portion of an order, to You within 5 business days after the Target Delivery Date for any reason not attributable to You or a Force Majeure Event You may termi- nate the order in respect of any or all undelivered products under Article 9.6, claim a refund of the essence price You may have paid for such products, and claim damages under Article 9.7. 9.6 Termination of this Order. If Seller delivers the goods later than scheduled, Buyer may assess the following amounts as liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may an order in respect of any or all undelivered prod- ucts must be assessed. Where Seller is […***…], Seller shall pay notified to Buyer an amount equal to […***…] (“LD Cap”). For the avoidance of doubt, Us 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 […***…] writing within 10 business days after the grace period for delivery date. Except as otherwise set forth in the Supply AgreementArticle 9.5 has expired, Buyer’s sole remedy but before any notification of delivery from Us, failing which You will be deemed to have waived Your right to terminate. 9.7 Our liability for damages for late delivery during the delay period failure to timely deliver an order, or any portion of an order, to You shall be limited to the receipt costs and expenses incurred by You in obtaining replacement products of similar description and quality in the cheapest market available, less the price of the amount order, or relevant portion of the LD Cap from Seller until […***…] order. If You have not bought re- placement products within 20 business days after the LD Cap has been reached after which Buyer may avail itself of any other remedies for breach that exist in this Order (including having effected termination for Seller’s breach of its delivery obligations) Notwithstanding anything herein under Article 9.6, You will be deemed to the contrary, and without limiting Buyer’s other rights herein, no liquidated damages shall apply have waived Your right to late delivery during calendar year […***…]. All delivery designations are INCOTERMS 2010. Unless otherwise stated on the face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportclaim damages.

Delivery. 4.1 The Goods shall be delivered to [insert place of delivery or state “to the place outlined by each Purchase Order”] according to the delivery schedule in each Purchase Order. The cost of delivery is deemed included in the Price specified in each Purchase Order and the Price Schedule (Annex B). The Services as described in Article 2.3 shall be performed at the place of delivery and completed by the same delivery date, unless otherwise stated in Article 2.3 of this Agreement. 4.2 Time is of the essence in the performance of this OrderAgreement. If Seller delivers the goods later than scheduledSupplier fails to make available or provide any Goods or Services within the delivery schedule stated on any Purchase Order, Buyer may assess together with associated shipment documentation (including, without limitation, bills of lading, airway bills and commercial invoices) as are specified in the following amounts Purchase Order, this Agreement, or otherwise as liquidated damages for are customarily utilized in the delay period; provided howevertrade, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…]IOM reserves the right to: (a) Terminate the Purchase Order without liability by giving immediate notice, Seller shall pay and to Buyer an amount equal to […***…] (“LD Cap”). For charge the avoidance of doubt, in determining Supplier 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 loss incurred as a result of delay based on circumstances existing at the Supplier's failure to make the delivery within the time this Order was issuedspecified; and are to be assessed as or (b) Charge liquidated damages and not as a penalty. In addition equal to 0.1% (one-tenth of one per cent) of the Liquidated Damages set forth above. Seller agrees to pay Price for every day of delay or breach of the costs actually incurred delivery schedule by the Buyer in transportation over and above normal transportation costsSupplier. IOM shall have the right to deduct such amount from the Supplier’s outstanding invoices, up to a maximum […***…], during the period of time starting […***…] after the delivery dateif any. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and without limiting Buyer’s other rights herein, no Such liquidated damages shall apply to only be applied when delay is caused solely by the default of the Supplier. Acceptance of goods delivered late delivery during calendar year […***…]. All delivery designations are INCOTERMS 2010. Unless otherwise stated on the face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible deemed a waiver of IOM’s rights to hold the Supplier liable for clearing any loss and/or damage resulting therefrom, nor shall it act as a modification of the Supplier’s obligation to deliver further goods for exportin accordance with a Purchase Order or this Agreement.

Delivery. 8.1 Except as otherwise agreed by both parties in writing all Goods are delivered EXW (ex works) Seller’s manufacturing plant stated in the relevant purchase order. EXW (ex works) is as defined in INCOTERMS 2010. The Buyer will provide at its expense adequate and appropriate equipment and manual labour for loading or off-loading (as appropriate) the Goods. 8.2 All delivery dates 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 dates and/or times are specified, delivery will be within a reasonable time. Time is of delivery will not be of the essence essence. 8.3 The Seller will be deemed not to be in breach of this Order. If Seller delivers the goods later than scheduledContract, Buyer may assess the following amounts as liquidated damages and (for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to Buyer an amount equal to […***…] (“LD Cap”). 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 will not entitle the Buyer 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 15 in respect of that purchase order or part of the purchase order which has been cancelled. 8.6 Subject to Condition 13, in determining any liquidated damages delay period, good deliveries pursuant to this Order shall the event of non-delivery of the Goods following the service of a written notice by the Buyer under Condition 8.5 the Seller’s liability for such non-delivery will be applied sequentially limited 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 proper costs and not as a penalty. In addition to the Liquidated Damages set forth above. Seller agrees to pay the costs actually expenses incurred by the Buyer in transportation over obtaining replacement goods of similar description and above normal transportation costs, up to a maximum […***…], during the period of time starting […***…] after the delivery date. Except as otherwise set forth quality in the Supply Agreementcheapest market available, less the Price of the relevant Goods. The Seller will have no liability for any failure to deliver to the extent that such failure is caused by the Buyer’s sole remedy failure to provide the Seller with adequate delivery 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, the Seller shall have no liability whatsoever to the Buyer for damages for late such non-delivery during and the delay period Buyer shall be limited liable for the Price of the Goods. 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 instructions, documents, licences or authorisations required to enable the Goods to be delivered on time (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: 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 storage and insurance); 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 receipt Buyer, sell any of the amount Goods at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the Price of the LD Cap from Seller until […***…] after Goods under the LD Cap has been reached after which Buyer may avail itself of Contract, having taken into account any other remedies for breach that exist in this Order (including termination for Seller’s breach of its delivery obligations) Notwithstanding anything herein charges related to the contrary, sale and without limiting Buyer’s other rights herein, no liquidated damages shall apply any charges referred to late delivery during calendar year […***…]. All delivery designations are INCOTERMS 2010. Unless otherwise stated on the face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportin Conditions 8.7.1 and 8.7.2.

Delivery. Time is (1) Our delivery shall take place ex work (EXW Incoterms 2000), unless anything eise has been agreed upon in writing. The time at which the risk of damage or lass of the essence goods shall pass shall be fixed in accordance with the interpretation of this Order. If Seller delivers 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 contractual partner one calendar month after expiration of the agreed call-off time period, or, if a time period has not been agreed upon, then three calendar months after conclusion of the contract. (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 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 the goods later than scheduledfrom our own suppliers. (6) Unless otherwise expressly agreed in writing, Buyer may assess the following amounts as liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to Buyer an amount equal to […***…] (“LD Cap”). For the avoidance any indicated time of doubt, in determining any liquidated damages delay period, good deliveries pursuant to this Order delivery or unloading shall be applied sequentially non-binding. (7) Any inability 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 supply as a result of delay based force majeure or other unforeseen incidents outside our responsibility including, without limitation, strike, lock out, acts of public authorities, subsequent cease of export or import opportunities and our reservation of timely supply from on circumstances existing at own supplies in accordance with subsection (5) above shall, for their duration and in accordance with their impact, relieve us from the obligation to comply with any agreed time this Order was issued; for delivery and are unloading. (8) lf any agreed time of delivery or unloading shall be exceeded and there shall be no incident referred to be assessed as liquidated damages and not as in subsection (7) above, then the Purchaser must specify to us 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 reasonable cure period of time starting […***…] after minimum two weeks. lf we shall fail to meet such deadline also, then the delivery date. Except as otherwise set forth in Purchaser shall have the Supply Agreement, Buyer’s sole remedy for damages for late delivery during right to rescind the delay period shall be limited agreement but s hall have no right to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer may avail itself of any other remedies seek compensation for breach that exist of contract or default unless in this Order (including termination for Seller’s breach cases of its delivery obligations) Notwithstanding anything herein to the contrary, and 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 willful misconduct or gross negligence on the face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportour part.

Delivery. Time is 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 essence Goods or performance of this Order. If Seller delivers Services are approximate only, and time of delivery is not of the goods later than scheduledessence. 4.3 In the event of delay in delivery, Buyer may assess shall give written notice to Seller requiring the following amounts as liquidated damages for the delay period; provided howeverdelivery to be made within 14 days. Subject to Clause 4.4, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…]fails to fulfil the delivery within 14 days, Seller shall pay to 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 entitled to cancel the scheduled delivery dates on a first-in, first-out basis, with each good delivered allocated first to the earliest open scheduled good delivery dateOrder. 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; Seller’s sole liability 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole exclusive remedy for damages for late such non-delivery during the delay period shall will be limited to (a) refunding any sums which Buyer has paid for the receipt 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 at the lowest available market price, less the Price of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, relevant Goods. 4.4 Seller shall not be responsible liable for clearing any delay in delivery of the goods Goods or Services where Buyer failed to provide written notice in accordance with Clause 4.3 or for exportany 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. Time is (a) Purchase order delivery schedules must be strictly adhered to. early/late and/or over/under shipments to scheduled deliveries will not be tolerated. Any deviation to this policy, unless authorized by Xxxxx’s Authorized Procurement Representative, will result in material being returned at the Seller's expense. Buyer does not recognize any "Industry Shipping Tolerances." Seller shall strictly adhere to the shipment or delivery schedules specified in the Contract and delivery shall be made by Seller at such times and places and of such items and quantities as Buyer may from time to time specify. (b) In the event of any anticipated or actual delay, Seller shall: 3 (b) - Delivery (Cont.) (i) Promptly notify Buyer in writing of the essence of this Order. If Seller delivers the goods later than scheduled, Buyer may assess the following amounts as liquidated damages reasons for the delay periodand the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; provided howeverand (iii) If requested by Xxxxx, if ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is […***…] liquidated damages may be assessedexcused from prompt performance as provided in -0807 ¶ 16, EXCUSABLE DELAYS. Where Seller is […***…], Seller shall will pay to Buyer an amount equal to […***…] the difference between the method of shipping specified and the actual expedited rate incurred. The notification in (“LD Cap”). For the avoidance of doubt, in determining any liquidated damages delay period, good deliveries pursuant to this Order i) above 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; informational only in character 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be construed as a waiver by Buyer of any delivery schedule or date or of any Buyer’s rights or remedies provided by law or the Contract. (c) Seller shall be responsible for clearing any additional charges resulting from deviation from Buyer's routing instructions (See -0807 ¶ 4, PACKAGING AND SHIPPING, below). (d) If Seller fails to make delivery promptly and regularly, as required under the goods for export.Contract, Buyer may, in addition to other remedies available at law, terminate the Contract in accordance with -0807 ¶ 19,

Delivery. Time is 4.1 Unless otherwise agreed 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 essence 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 OrderAgreement. If Seller delivers In the goods later than scheduledevent that the delivery of the Products to MARELLI is likely to be delayed, Buyer may assess the following amounts as liquidated damages for the delay periodSupplier shall notify MARELLI thereof in advance; provided howeverthat such notice shall not release Supplier from its liabilities for all costs, if Seller 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 […***…] liquidated damages 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 assessed. Where Seller is […***…]returned to Supplier, Seller and Supplier shall pay MARELLI for all return handling and transportation expenses. MARELLI reserves the right to Buyer 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 Parties. 4.8 Supplier shall supply, together with the delivery, all necessary documents needed for Products usage (for example, user, technical and installation manuals, warranties, etc.). 4.9 Where not otherwise specified in 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 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 […***…] (“LD Cap”)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 may not exceed 10% of the value of the undelivered Products. For This amount represents a simple estimate of the avoidance of doubtdamage agreed in advance by MARELLI and by Supplier and shall not preclude the right to MARELLI to claim compensation for any further damage and, in determining any liquidated damages delay periodthe case of exceeding this amount, good deliveries pursuant to this Order shall be applied sequentially to the scheduled delivery dates on a first-in, first-out basisterminate, with each good delivered allocated first to the earliest open scheduled good delivery date. The parties agree that the above amountsimmediate effect, 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 by simple communication, 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for export.

Delivery. Time 4.1 Any delivery date(s) provided by Seller to Customer are non-binding estimates, and Seller reserves the right to modify the delivery date(s) without notice. 4.2 Seller shall inform Customer on its readiness to ship and Customer shall confirm a delivery date within latest 30 days after such confirmation. Customer is aware and acknowledges that any failure to communicate a delivery date within the said period will cause a default of acceptance of Customer. 4.3 Any customary costs incurred in particular for storage, and with a minimum as charged by Seller´s logistic company, be it at Seller´s premises or be it at a third party storage company, shall be reimbursed to Seller within 14 days after receipt of the essence invoice notwithstanding Sellers right to claim further damages incurred. 4.4 For any deferral of this Order. any delivery periods, if so agreed by Seller, Customer hereby agrees that storage shall be done at Seller´s affiliate Coolbridge Szolgáltató Kft., H-0000 Xxxx, Xxxxxxx xx 0., xxx number: 27045602-2-11 according to the respective terms and conditions as valid at the time being. 4.5 If Seller has agreed in writing to a specific delivery or shipping schedule, (i) it shall commence on the date of Seller’s Order Confirmation, but not before Customer’s delivery of other necessary documents, including any agreed security if any and (ii) end on the date on which Seller delivers the goods later than scheduledGoods to the carrier. 4.6 Seller shall be entitled to partial shipments within reason. Seller will also have the option of billing for partial shipments. Partial shipments will be made and invoiced by Seller when ready according to clause 4.2. 4.7 Delay in delivery of any partial shipments shall not relieve Customer of its obligation to pay for any shipments received prior to such delay or its obligation to accept the remaining deliveries. 4.8 If Customer is unable to receive the Goods when tendered, Buyer Customer shall be liable to Seller for any loss, damage, or additional expense incurred or suffered by Seller as a result thereof. 4.9 Any quoted lead time(s) may assess be impacted due to the following amounts as liquidated damages COVID-19 or any future pandemic and any related foreseeable or unforeseeable circumstances arising from it, including but not limited to government regulations, labor shortages, supply chain disruptions, or measures taken to preserve the health and safety of Seller’s workforce. Any quoted lead time(s) shall be considered an estimate based upon the best information available to Seller at the time the estimate is made and is subject to change without notice. 4.10 In case of a delay of Seller, Customer shall send a reminder letter to Seller, stating a reasonable deadline for the fulfillment of the performance. 4.11 Where the Customer incurs damage due to a delay period; provided howeverarising from Seller's slight negligence, if Seller is […***…] liquidated damages may the Customer shall be assessed. Where Seller is […***…], Seller shall pay to Buyer an amount equal to […***…] (“LD Cap”). For the avoidance of doubtentitled, 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 exclusion of further compensation for damages resulting from delay, to claim a half percent (0.5%) for each full week, but overall not more than five percent, of the value of the part of the total delivery that cannot be used in due time because of the delay. If the delay period only; are is caused intentionally or by gross negligence by Seller or constitutes a reasonable pre estimate violation of such damages Buyer will suffer as a result material obligation 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 aboveSeller, statutory liability shall apply. Seller agrees reserves the right to pay demonstrate that the costs actually incurred by Customer has suffered a damage smaller than the Buyer in transportation over and above normal transportation costs, up to a maximum […***…], during the period of time starting […***…] after the delivery date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportaforementioned lump sum.

Delivery. Time is 4.1. Arkay shall ensure that: - (a) each delivery of the essence Goods is accompanied by a delivery note which shows the date of this Order. If Seller delivers the goods later than scheduledOrder Confirmation, Buyer may assess all relevant Customer and Arkay reference numbers, the following amounts as liquidated damages for type and quantity of the delay period; provided howeverGoods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…]the Goods are being delivered by instalments, Seller shall pay to Buyer an amount equal to […***…] (“LD Cap”). For the avoidance outstanding balance 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 Goods remaining to be assessed as liquidated damages and not as a penalty. In addition delivered; and (b) if Arkay requires the Customer to the Liquidated Damages set forth above. Seller agrees return any packaging materials to pay the costs actually incurred by the Buyer in transportation over and above normal transportation costsArkay, up to a maximum […***…], during the period of time starting […***…] after the delivery date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 fact is clearly stated on the face delivery note. The Customer shall make any such packaging materials available for collection at such times as Arkay shall reasonably request. Returns of this Order, all goods provided under this Order packaging materials shall be […***…]at the Customer’s expense. 4.2. Notwithstanding Xxxxx shall deliver the foregoing Incoterm, Seller 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 clearing off-loading the goods Goods. Any dates quoted for exportdelivery or in the Order Confirmation are approximate only, and the time of delivery is not of the essence. 4.4. If the Customer fails to 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 delay is caused by a Force Majeure Event or Arkay's failure to comply with its obligations under the Order then: - (a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the 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 the Customer shall pay for all related costs and expenses incurred by Arkay (including without limitation storage, delivery and transportation costs and insurance). 4.5. If 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, Arkay may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage, handling and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods. 4.6. Arkay may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

Delivery. Time is The Supplier shall provide the Services specified in the Purchase Order to the Site(s) in accordance with the Milestones. The Supplier shall deliver the Products specified in the Purchase Order to the Delivery Location on the Delivery Date. Delivery of the essence 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 Products; terminate the Agreement with immediate effect; obtain substitute products from another supplier and recover from the Supplier any costs and expenses reasonably incurred by L&P in obtaining such substitute products; and subject to clause 16 (Limitation of liability), claim damages for any other costs, expenses or losses resulting from the 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 OrderAgreement. If Seller delivers L&P fails to accept delivery of the goods later than scheduledProducts on the specified Delivery Date, Buyer may assess then, except where such failure or delay is caused by the following amounts as liquidated damages for Supplier's failure to comply with its obligations under this Agreement, the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to 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 deemed to have been delivered at 9.00am on the Delivery Date and the Supplier shall store the Products until delivery takes place, and charge L&P for all reasonable related costs and expenses (including insurance). Each Delivery of Products shall be accompanied by a delivery note from the Supplier showing the Purchase Order number, date of the 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 scheduled delivery dates on a first-inSupplier, 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 fact must 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 clearly stated on the face of this Order, all goods provided under this Order delivery note accompanying and any such returns shall be […***…]. Notwithstanding at the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportSupplier's expense.

Delivery. Time is 6.3.1. Product shall be delivered EXW (ex-works) Lonza’s Facility (as defined by Incoterms 2010) meaning that risk of loss to Product passes to Kolltan 1) after Lonza has provided the Batch Documentation to Kolltan and 2) on the date Lonza places Product at the disposal of Kolltan’s carrier at Lonza’s premises not cleared for export and not loaded onto any collecting vehicle subject to Lonza having provided at least [**] weeks’ notice of such date (“Deliver,” “Delivery,” or “Delivered,” as appropriate). In the event of any conflict between EXW as defined by Incoterms 2010 and the terms contained herein, the terms contained herein shall prevail. Lonza shall take all reasonable steps, including communicating in advance with Kolltan, coordinating and scheduling to the extent possible with Kolltan so that Delivered Products are not awaiting transportation at Lonza’s premises for longer than [**] calendar days. Transportation of Product, whether or not under any arrangements made by Lonza on behalf of Kolltan, shall be made at the sole risk and expense of Kolltan. 6.3.2. Lonza shall provide within the Facility an area or areas where Kolltan Materials are stored in accordance with the Applicable Laws and Specifications and in such a way as to be able at all times to clearly distinguish such materials from products and materials belonging to Lonza, or held by Lonza for a third party’s account. Lonza will at all times take such measures as are required to protect the Kolltan Materials from risk of loss or damage at all stages of the essence provision of Services under this OrderAgreement. If Seller delivers Lonza will immediately notify Kolltan if at any time it believes the goods later than scheduledProduct or Kolltan Materials have been damaged, Buyer lost or stolen. 6.3.3. At Kolltan’s request, Lonza may assess Deliver Product prior to delivery of the following amounts as liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessedBatch Documentation. Where Seller is […***…], Seller shall pay to 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 Such request shall be applied sequentially accompanied by Kolltan’s written acknowledgement that (i) the Product has been Delivered without the transmittal to Kolltan of the scheduled delivery dates on a first-inBatch Documentation and accordingly the Product cannot be administered to humans until transmittal of the Batch Documentation, first-out basisand (ii) Kolltan nevertheless accepts full risk of loss, with each good delivered allocated first to title and ownership of the earliest open scheduled good delivery dateProduct. The parties agree that Delivery of Product under these circumstances shall be subject to such testing requirements as Lonza may reasonably require. 6.3.4. Unless otherwise agreed, Lonza shall package and label Product for Delivery in accordance with its standard operating procedures. It shall be the above amounts, are responsibility of Kolltan to inform Lonza in writing in advance of any special packaging and labeling requirements for damages resulting from the delay period only; are a reasonable pre estimate Product. All additional costs and expenses of whatever nature incurred by Lonza in complying with such damages Buyer will suffer as a result of delay based on circumstances existing at the time this Order was issued; and are special requirements shall be charged to be assessed as liquidated damages and not as a penalty. In Kolltan in addition to the Liquidated Damages set forth abovePrice. 6.3.5. Seller agrees to pay the costs actually incurred by the Buyer in transportation over The process and above normal transportation costs, up to a maximum […***…], during the period of time starting […***…] after procedures for the delivery date. Except as and acceptance/rejection of all Deliverables not otherwise set forth in the Supply this Clause 6 or elsewhere in this Agreement, Buyer’s sole remedy for damages for late delivery during the delay period Schedules or Future Schedules shall be limited to as set forth in the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer may avail itself of any other remedies Project Plan for breach that exist in this Order (including termination for Seller’s breach of its delivery obligations) Notwithstanding anything herein to the contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exporteach Project.

Delivery. Time 4.1 Any delivery date(s) provided by Seller to Customer are non-binding estimates, and Seller reserves the right to modify the delivery date(s) without notice. 4.2 Seller shall inform Customer on its readiness to ship and Customer shall confirm a delivery date within latest 30 days after such confirmation. Customer is aware and acknowledges that any failure to communicate a delivery date within the said period will cause a default of acceptance of Customer. 4.3 Any customary costs incurred in particular for storage, and with a minimum as charged by Seller´s logistic company, be it at Seller´s premises or be it at a third party storage company, shall be reimbursed to Seller within 14 days after receipt of the essence invoice notwithstanding Sellers right to claim further damages incurred. 4.4 For any deferral of this Order. any delivery periods, if so agreed by Seller, Customer hereby agrees that storage shall be done at Seller´s affiliate Coolbridge Szolgáltató Kft., H-2890 Tata, Szomódi út 4., tax number: 27045602-2-11 according to the respective terms and conditions as valid at the time being. 4.5 If Seller has agreed in writing to a specific delivery or shipping schedule, (i) it shall commence on the date of Seller’s Order Confirmation, but not before Customer’s delivery of other necessary documents, including any agreed security if any and (ii) end on the date on which Seller delivers the goods later than scheduledGoods to the carrier. 4.6 Seller shall be entitled to partial shipments within reason. Seller will also have the option of billing for partial shipments. Partial shipments will be made and invoiced by Seller when ready according to clause 4.2. 4.7 Delay in delivery of any partial shipments shall not relieve Customer of its obligation to pay for any shipments received prior to such delay or its obligation to accept the remaining deliveries. 4.8 If Customer is unable to receive the Goods when tendered, Buyer Customer shall be liable to Seller for any loss, damage, or additional expense incurred or suffered by Seller as a result thereof. 4.9 Any quoted lead time(s) may assess be impacted due to the following amounts as liquidated damages COVID-19 or any future pandemic and any related foreseeable or unforeseeable circumstances arising from it, including but not limited to government regulations, labor shortages, supply chain disruptions, or measures taken to preserve the health and safety of Seller’s workforce. Any quoted lead time(s) shall be considered an estimate based upon the best information available to Seller at the time the estimate is made and is subject to change without notice. 4.10 In case of a delay of Seller, Customer shall send a reminder letter to Seller, stating a reasonable deadline for the fulfillment of the performance. 4.11 Where the Customer incurs damage due to a delay period; provided howeverarising from Seller's slight negligence, if Seller is […***…] liquidated damages may the Customer shall be assessed. Where Seller is […***…], Seller shall pay to Buyer an amount equal to […***…] (“LD Cap”). For the avoidance of doubtentitled, 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 exclusion of further compensation for damages resulting from delay, to claim a half percent (0.5%) for each full week, but overall not more than five percent, of the value of the part of the total delivery that cannot be used in due time because of the delay. If the delay period only; are is caused intentionally or by gross negligence by Seller or constitutes a reasonable pre estimate violation of such damages Buyer will suffer as a result material obligation 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 aboveSeller, statutory liability shall apply. Seller agrees reserves the right to pay demonstrate that the costs actually incurred by Customer has suffered a damage smaller than the Buyer in transportation over and above normal transportation costs, up to a maximum […***…], during the period of time starting […***…] after the delivery date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportaforementioned lump sum.

Delivery. Time is ‌ 9.1 Subject to receipt of the essence of this Order. If Seller delivers the goods later than scheduled, Buyer may assess the following all amounts as liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to 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 payable by the Buyer (whether under the Agreement or otherwise) due before delivery, the Seller shall deliver the Product, and the Buyer shall take delivery of the Product, in transportation over accordance with the Order and above normal transportation costsotherwise in accordance with this clause 9. 9.2 The method of delivery shall be as specified in the Order. Where the Order does not stipulate a delivery term, up delivery shall be FCA Seller’s premises, Wilton International (Incoterms 2010). 9.3 Delivery shall take place on the earliest to a maximum […***…]occur of any of the following, during as appropriate to the period provisions of time starting […***…] after the Order: 9.3.1 the Seller giving to the Buyer, or any other person having apparent authority to receive the Product on behalf of the Buyer, custody of the Product, and in default of any such person being present at the relevant time, the Seller may effect delivery by leaving the Product at the delivery date. Except as otherwise set forth address identified in the Supply Agreement, Order; 9.3.2 the Seller agreeing in writing to hold the Product on behalf of the Buyer or its nominee; or 9.3.3 the Seller giving any carrier engaged by the Seller custody of the Product for the purposes of carriage to the Buyer’s sole remedy . 9.4 It is a condition of the Agreement that the Buyer receives or arranges for damages for late delivery during the delay period shall be limited to the receipt of the amount Product when delivery is effected by the Seller and shall provide all necessary labour, materials and plant, prepare the site and procure all licences and other authorisations required for the Seller or the carrier (as appropriate) to effect delivery in accordance with this clause 9.‌ 9.5 If the Buyer fails to take delivery of the LD Cap from Product, the Seller until […***…] after may store the LD Cap has been reached after Product at the risk and cost of the Buyer. 9.6 Where the Product is delivered in bags rather than in bulk, the Buyer shall unload the Product and shall provide all necessary equipment and labour to do so. 9.7 The Seller may discontinue deliveries on any Product, the manufacture, sale or use of which in its opinion would involve patent infringement. 9.8 The Buyer 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 shall promptly unload, release and return to the contrary, Seller all returnable materials and without limiting Buyer’s other rights herein, transportation equipment so that no liquidated damages shall apply to late delivery during calendar year […***…]. All delivery designations are INCOTERMS 2010. Unless otherwise stated on the face of this Order, all goods provided under this Order related expense or loss shall be […***…]incurred by the Seller. Notwithstanding the foregoing IncotermThe Buyer shall assume all liability including demurrage with respect to such returnable materials and equipment, Seller shall not be responsible for clearing the goods for exportincluding packaging.

Delivery. Time is 3.1 Unless agreed otherwise in 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 essence International Chamber of this OrderCommerce (ICC). 3.2 Unless otherwise agreed in writing, the transport costs for the carriage of Goods from delivery shall be borne by the Buyer. 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 the first carrier from the BIB warehouse (location) in the Netherlands. If Seller delivers the goods later than scheduledBuyer places the Goods at BIB's disposal for further processing or completion, Buyer may assess the following amounts packaging or otherwise, these goods, insofar as liquidated damages BIB has not yet fulfilled its obligations in respect of these goods, remain entirely for the delay period; provided howeveraccount and risk of the Buyer, except if Seller the damage or destruction of these goods is […***…] liquidated damages may be assessedattributable to a failure attributable to BIB. 3.4 The delivery times indicated by BIB are always approximate and are not deadlines. 3.5 BIB is entitled to make partial deliveries and to invoice the Buyer separately for each partial delivery. Where Seller is […***…], Seller shall pay to Buyer an amount equal to […***…] (“LD Cap”). For the avoidance In case of doubtcross-border deliveries, in determining any liquidated damages delay perioddeviation from article 73 section 2 and section 3 of the Vienna Sales Convention, good deliveries pursuant each delivery is to this Order be regarded as a separate contract. 3.6 Deliveries in excess or short of the agreed number of Goods shall be applied sequentially permitted at a rate of 10%. The excess or shortfall of the number delivered shall be charged or settled respectively. 3.7 In the event of a delay in delivery due to circumstances of any kind, 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 terminate the contract in whole or in part, to suspend his obligations towards BIB, or to claim damages. 3.8 The Buyer shall be obliged to take delivery of the Goods at the moment when they are 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 information or instructions necessary for delivery, Goods will be stored at the risk of the Buyer. In such case BIB shall be entitled to charge both the agreed costs and all additional costs (including in any case storage costs) 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 the Goods are to be assessed as liquidated damages and not as a penalty. In addition delivered or made available 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for export.

Delivery. 4.1 The Seller will endeavour to dispatch Goods on an agreed delivery date. However, all delivery times quoted are estimates only. Time is of delivery shall not be of the essence of this Order. the contract. 4.2 If the Seller delivers fails to deliver within a reasonable time, the goods later than scheduled, Buyer may assess (by informing the following amounts Seller in writing) cancel the contract, however: 4.2.1 The Buyer may not cancel if notice is received by the Seller after the Goods have been dispatched. 4.2.2 If the Buyer cancels the contract, the Buyer can have no further claim against the Seller under that contract. 4.3 If the Buyer accepts delivery of the Goods after the estimated delivery time, it will be on the basis that the Buyer has no claim against the Seller for delay (including indirect or consequential loss, or increase in the price of the Goods). 4.4 Unless otherwise agreed in writing the Seller may deliver the Goods in instalments over a maximum 12-month period. Each instalment is treated as liquidated damages a separate contract. 4.5 The Seller may deliver the Goods in quantities of 10% more or less than the quantity ordered and charge the Buyer for the delay period; provided howeverquantity actually delivered. 4.6 If short delivery occurs the Buyer may not reject the Goods but shall accept the Goods as part performance of the contract, and a pro-rata adjustment to the price shall be made. 4.7 If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for dispatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of doing so. 4.8 If the Seller fails to deliver for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault and the Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to 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 accordingly liable to the scheduled delivery dates on a first-inBuyer, 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 date. Except as otherwise set forth in the Supply Agreement, BuyerSeller’s sole remedy for damages for late delivery during the delay period liability shall be limited to the receipt excess (if any) of the amount cost to the Buyer of similar Goods (in the cheapest available market) to replace those not delivered over the price of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportGoods.

Delivery. Time (a) Seller shall use commercially reasonable efforts to deliver the Goods on the delivery date specified in the Sales Order Confirmation (the “Required Arrival Date”), using Seller’s standard methods for manufacturing and/or procuring, packaging and shipping such Goods. Notwithstanding the foregoing, Seller may, at its option, deliver the Goods up to fourteen (14) days prior to the Required Arrival Date. (b) Seller shall deliver the Goods to the delivery address specified in the Sales Order Confirmation (the “Delivery Location”), which may be Seller’s place of business. If the Delivery Location is Seller’s place of business, Buyer shall take delivery of the essence Goods within fourteen (14) days of this Order. Seller’s written Notice (as such term is defined below) that the Goods have been delivered to the Delivery Location. (c) If Seller delivers for any reason Buyer fails to take delivery of the goods later than scheduledGoods pursuant to Section 2(b) or fails to accept delivery of any of the Goods on the actual date of delivery of the Goods (the “Delivery Date”), Buyer may assess the following amounts as liquidated damages for the delay period; provided however, or if Seller is […***…] liquidated damages unable to deliver the Goods at the Delivery Location on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations, then on such date: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered to and (subject to Section 7) accepted by Buyer; and (iii) Seller, in its sole and absolute discretion, may resell, destroy or store the Goods until Buyer picks them up, whereupon, in any such event, Buyer shall be assessedliable for all related costs and expenses (including, without limitation, storage and insurance). Where Seller is […***…]reserves the right, in its sole and absolute discretion, to store, resell, or destroy any Goods for which Buyer does not take or accept delivery or fails to provide appropriate instructions, documents, licenses or authorizations for such delivery, and Seller shall, in any such event, be relieved of any responsibility or liability with respect to those Goods. (d) Buyer shall be responsible for all loading costs and shall provide equipment and labor reasonably suited for receipt of the Goods at the Delivery Location. (e) 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 to for the units shipped whether such shipment is in whole or partial fulfillment of the Sales Order Confirmation. (f) Buyer an amount equal to […***…] (“LD Cap”). For may request a delayed delivery of the avoidance of doubtGoods, in determining any liquidated damages delay period, good deliveries pursuant to this Order shall be applied sequentially to which case Buyer assumes 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 risk of loss of such damages Buyer will suffer Goods 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 date. Except as otherwise Required Arrival Date set forth in the Supply Agreement, Buyerapplicable Sales Order Confirmation. (g) The quantity of any installment of Goods as recorded by Xxxxxx on dispatch from Seller’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt place of business is conclusive evidence of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which quantity received by Buyer may avail itself of any other remedies for breach that exist in this Order (including termination for Seller’s breach of its on delivery obligations) Notwithstanding anything herein to the contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportabsent manifest error.

Delivery. 8.1 Except as otherwise agreed by both parties in writing all Goods are delivered EXW (ex works) Seller’s manufacturing plant stated in the relevant purchase order. EXW (ex works) is as defined in INCOTERMS 2010. The Buyer will provide at its expense adequate and appropriate equipment and manual labour for loading or off-loading (as appropriate) the Goods. 8.2 All delivery dates 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 dates and/or times are specified, delivery will be within a reasonable time. Time is of delivery will not be of the essence essence. 8.3 The Seller will be deemed not to be in breach of this Order. If Seller delivers the goods later than scheduledContract, Buyer may assess the following amounts as liquidated damages and (for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to Buyer an amount equal to […***…] (“LD Cap”). For the avoidance of doubt) will not be liable, in determining any liquidated damages delay periodcontract, good deliveries pursuant to this Order shall be applied sequentially tort or otherwise howsoever and whatever the cause thereof, to the scheduled 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 dates on a first-in, first-of the Goods (even if caused by the Seller’s negligence) except as set out basis, with each good delivered allocated first 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 earliest open scheduled good Prices and invoiced in accordance with Condition 14.2. 8.5 Any delay in delivery date. The parties agree 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 above amounts, are for damages resulting from purchase order which has been cancelled; and 8.5.2 the delay period only; are a reasonable pre estimate of such damages Buyer will suffer as 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 non-delivery of the Goods following the service of a result of delay based on circumstances existing at written notice by the time this Order was issued; and are to Buyer under Condition 8.5 the Seller’s liability for such non-delivery will be assessed as liquidated damages and not as a penalty. In addition limited to the Liquidated Damages set forth above. Seller agrees to pay the reasonable and proper costs actually and expenses incurred by the Buyer in transportation over obtaining replacement goods of similar description and above normal transportation costs, up to a maximum […***…], during the period of time starting […***…] after the delivery date. Except as otherwise set forth quality in the Supply Agreementcheapest market available, less the Price of the relevant Goods. The Seller will have no liability for any failure to deliver to the extent that such failure is caused by the Buyer’s sole remedy for damages for late failure to provide the Seller with adequate delivery during the delay period shall be limited instructions or any other instructions that are relevant to the receipt supply of the amount Goods. If the Buyer fails to provide written notice of non- delivery in accordance with Condition 8.5, the Seller shall have no liability whatsoever to the Buyer for such non-delivery. 8.7 If the Buyer refuses or fails to take delivery of any of the LD Cap from Goods when they are ready or tendered for delivery (as appropriate) or to provide any instructions, documents, licences or authorisations required to enable the Goods to be delivered on time (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: 8.7.1 store or arrange for storage of the Goods until […***…] after actual delivery or sale in accordance with Condition 8.7.3 and charge the LD Cap has been reached after which Buyer may avail itself of any other remedies for breach that exist in this Order all related costs and expenses (including termination storage and insurance); 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 Seller’s breach of its delivery obligations) Notwithstanding anything herein delivery; and/or 8.7.3 following written notice to the contraryBuyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and without limiting Buyer’s other rights hereincharge the Buyer for any shortfall below the Price of the Goods under the Contract, no liquidated damages shall apply having taken into account any charges related to late delivery during calendar year […***…]the sale and any charges referred to in Conditions 8.7.1. All delivery designations are INCOTERMS 2010. Unless otherwise stated on the face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportand 8.7.2.

Delivery. Time is 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 essence Goods or performance of this Order. If Seller delivers Services are approximate only, and time of delivery is not of the goods later than scheduledessence. 4.3 In the event of delay in delivery, Buyer may assess shall give written notice to Seller requiring the following amounts as liquidated damages for the delay period; provided howeverdelivery to be made within 14 days. Subject to Condition 4.4, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…]fails to fulfil the delivery within 14 days, Seller shall pay to 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 entitled to cancel the scheduled Order. Seller’s liability for such non-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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to (a) refunding any sums which Buyer has paid for the receipt 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 amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, relevant Goods. 4.4 Seller shall not be responsible liable for clearing any delay in delivery of the goods Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for exportany 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 Xxxxx, 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. Time is 4.1 Time, quality, and quantity are of the essence of this Order. If Seller delivers the goods later than scheduled, in each Order and Buyer may assess cancel the following amounts as liquidated damages for Order or reject the delay period; provided howeverGoods and/or return at Seller's expense any delivery (in whole or in part) of Goods not in conformity with the time, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…]quality, and/or quantity specified in the Order or Specifications. 4.2 Delivery times specified are times of delivery of the Goods at Buyer's designated place of delivery. 4.3 In the absence of specific instructions contained in the Order or Specifications, Seller shall pay to Buyer an amount equal to […***…] (“LD Cap”)pack, label, and ship all Goods in a commercially reasonable manner selected by Seller and approved by Buyer, which will ensure timely, safe, and conforming delivery and the lowest transportation cost. For the avoidance of doubt, in determining any liquidated damages delay period, good deliveries pursuant to this Order All shipments shall be applied sequentially F.O.B. Buyer's plant or other designated place of delivery specified by Buyer in the Order or otherwise in writing. 4.4 Seller will inform Buyer promptly of any circumstance that is expected to result in any delivery time, quality, and/or quantity not specified by Buyer and also of corrective measures that Seller is taking to minimize the scheduled effect of such circumstance. 4.5 In the event of tendered delivery dates on a first-innot in compliance with the times, first-out basisquality, with each good delivered allocated first to and/or quantities specified by Buyer, unless Seller has received notice of rejection or cancellation from Buyer, then Seller will ship conforming Goods at the earliest open scheduled good delivery date. The parties agree that possible moment and by the above amountsfastest practicable and available means, but without any increase in any costs to Buyer. 4.6 All Goods received are for damages resulting from the delay period only; are subject, at Buyer's option, to inspection by Buyer or Buyer's designee within a reasonable pre estimate time after delivery to Buyer's plant or designated place 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]delivery. Notwithstanding the foregoing Incotermforegoing, Seller acknowledges that final inspection may not occur until the Goods are delivered to Buyer's plant. Payment by Buyer for any Goods does not constitute acceptance, and neither inspection nor payment shall not be responsible relieve Seller of its responsibility to furnish conforming Goods. Terms and Conditions for clearing the goods for export.Purchase and Sale of Goods - Revised 10-5-2007 4

Delivery. Time is (a) The Vessel shall be delivered to the Buyer (hereinafter called the “Delivery”) fully complete, supplied (including lubricating oil and fresh water in the system but excluding ship’s stores such as food, utensils, miscellaneous consumables, etc.) and ready for immediate operation, after having passed the tests and met the standards set forth in the Specifications and Articles III, IV, and XVII hereof on or before ***** 2014 (hereinafter called the “Delivery Date”). The Buyer may delay Delivery beyond the Delivery Date by giving written notice of the essence revised date (herein after called “Revised Delivery Date”) for Delivery not later than two (2) months before keel laying of the Vessel. Buyer may give up to only one (1) notice for a delay of [90] days. Notwithstanding the foregoing, in the event defects that could affect the Vessel’s seaworthiness or impair the operation of Vessel are discovered after the Vessel has passed the tests and met standards set forth in the Specifications and prior to Delivery of the Vessel, Buyer shall have the right to require the Builder to make the necessary correction(s) at the Builder’s expense prior to Delivery. (b) The Builder shall use its best efforts and all due diligence and dispatch, including, but not limited to, the ordering, expediting and inspection of all machinery, parts and materials, to complete and deliver the Vessel on or prior to the Delivery Date. (c) The Builder shall assist the Buyer to bunker and store the Vessel (beyond the conditions set forth in Article V(a) above) at Buyer’s expense to be ready for departure. Delivery shall be made at the Shipyard at a wharf side where there shall be sufficient water for the Vessel always to be afloat and from which it can safely depart, or at such other safe and secure place as may be mutually agreed. Upon Delivery, the Vessel shall be free and clear of all liens, encumbrances, taxes and claims of any nature. (d) If, at any time, either the commencement of construction, construction or Delivery of the Vessel or any performance required hereunder as a prerequisite to the Delivery thereof is delayed by any of the following events: namely war, acts of state or government, blockade, revolution, insurrections, riots, strikes, sabotage, lockouts or other labor disturbances (excluding disturbances within the control of the Builder), Acts of God, plague or other epidemics, quarantines, prolonged failure or restriction of electric current, freight embargoes, earthquakes, tidal waves, typhoons, hurricanes, unusually prolonged or unusually severe weather conditions, destruction of the premises of works of the Builder or its subcontractors, or of the Vessel, or any part thereof, by fire, landslides, flood, lightning, explosion, or other causes beyond the reasonable control of (and not caused by the actions of) the Builder or its subcontractors, as the case may be (collectively called “Force Majeure”), then, in the event of delays due to the happening of any of the aforementioned contingencies, the number of days by which Delivery is late under this Contract (i.e., after the scheduled Delivery Date of the Vessel) shall be reduced, subject to the provisions of this OrderArticle V(d), by a period of time which shall not exceed the total number of working days lost due to such delays. If Seller delivers Notwithstanding the goods later than scheduledforegoing, acts of commission or omission (irrespective as to negligence and whether voluntary or compulsory) of employees, independent contractors or subcontractors, representatives, agents, or others engaged by the Builder, including their officers, employees, crews, inspectors, and pilots (whether voluntary or compulsory) shall not excuse the Builder for delay hereunder. (e) The Builder shall notify the Buyer in writing within ten (10) days after the beginning of any period of claimed delay as to the facts establishing that the claimed delay is excusable pursuant to Article V(d) and the estimated period of delay. The Buyer shall have the right to verify the basis of the claimed delay and, if there is a disagreement, the issue shall be resolved by arbitration in accordance with the provisions of Article XXV. An extension of the Delivery Date shall only be allowed if the event(s) above designated adversely affects the Delivery Date of the Vessel, as determined on the date that the Vessel is actually delivered. Should the Builder fail to timely give required notice under this Article V(e) demonstrating that the claimed event(s) directly affect the Delivery Date, it shall not be excused for any such delay. (f) If, following any notice (oral or written) by Builder of a delay, Buyer may assess determines in its reasonable discretion (taking into account the opinion of Builder), other than due to delays caused by the Buyer, that Delivery of the Vessel likely will be delayed for any reason whatsoever (including without limitation Force Majeure) for a period of more than two hundred (200) days beyond the Delivery Date, the Buyer shall have the following amounts as options: i) to continue this Contract reserving Buyer’s right to liquidated damages for the delay periodtime period that late Delivery is not excused by Force Majeure (if properly claimed) as provided in Article VIII(a); provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay or ii) to Buyer an amount equal to […***…] (“LD Cap”). For the avoidance of doubtcancel this Contract, in determining any liquidated damages delay period, good deliveries pursuant to this Order which event the Buyer shall be applied sequentially entitled to a refund in accordance with Article VII(g) and no liquidated damages. If Builder gives Buyer written notice of a delay under Article XXVI, Buyer shall have thirty (30) days to exercise the rights under this subarticle (f) with respect to such delay (though further delays still remain subject to Buyer’s rights under this subarticle (f)). (g) i) Should the Vessel be completed for Delivery before the Delivery Date and the Builder has so informed the Buyer at least four (4) months in advance of the early delivery date suggested by Builder, the Buyer may take Delivery at Buyer’s option, but not earlier than 90 days prior to the scheduled delivery dates on a first-inDelivery Date, first-out basis, with each good delivered allocated first to provided that all 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; terms 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face conditions of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportContract have been fulfilled.

Delivery. Time is (a) Upon completion of the essence construction of this Order. If Seller delivers the goods later than scheduled, Buyer may assess Platform and the following amounts tests and trials as liquidated damages for provided in the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…]Specifications, Seller shall tender delivery of the Platform to Buyer. Prior to tendering delivery, Seller shall have remedied at Seller's sole cost and expense any defects discovered by Buyer or Seller in Seller's workmanship or materials including installation of Buyer Furnished Equipment or any other nonconformity of the Platform with the requirements of the Specifications and performed any retests necessary to ensure that such items have been fully corrected. Buyer shall accept such tender of delivery, and Buyer shall not have the right to refuse to accept delivery of the Platform provided the same is substantially completed and capable of being utilized by Buyer. Any remaining items shall be completed by Seller following delivery and prior to departure of the Platform from Seller's Yard, or Buyer and Seller may mutually agree on an appropriate reduction of the Contract Price for such remaining items. (b) On the Delivery Date, Buyer shall pay to Seller all amounts payable under this Agreement and Seller and Buyer an amount equal shall execute and deliver a Protocol of Acceptance and Delivery acknowledging delivery of the Platform. Seller shall further deliver to […***…] (“LD Cap”). For Buyer a Xxxx of Sale confirming the avoidance conveyance of doubt, in determining any liquidated damages delay period, good deliveries pursuant to this Order shall be applied sequentially title to the scheduled delivery dates on a first-in, first-out basis, with each good delivered allocated first Platform to the earliest open scheduled good delivery date. The parties agree that Buyer, which Xxxx of Sale shall (i) generally describe the above amounts, are for damages resulting from the delay period only; are a reasonable pre estimate of such damages Buyer will suffer Platform as a result mobile, self-contained and elevating platform, (ii) contain a general warranty of delay based on circumstances existing at title and freedom from liens (except as to matters arising by, through, or under Buyer) in favor of the time this Order was issued; Buyer, and are (iii) be deemed to be assessed as liquidated damages contain the additional warranties and not as a penalty. In addition to the Liquidated Damages covenants set forth abovein Section 11 hereinbelow without the necessity of making any reference to such warranties in the Xxxx of Sale. Seller agrees shall also deliver to pay Buyer 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 remaining delivery date. Except as otherwise documents set forth in the Supply AgreementSpecifications. (c) Seller shall deliver the Platform along side Seller's dock at the Yard. Following delivery, Buyer’s sole remedy Buyer shall have the right to dock the Platform at Seller's Yard for damages a period not to exceed fourteen (14) days, after which time the Platform must depart from Seller's Yard. During such post-delivery docking period, Buyer shall pay to Seller its standard charges for late delivery during the delay period shall shore power, potable water, and security guard service. All such charges must be limited paid by Buyer to the receipt Seller prior to departure of the amount of the LD Cap Platform from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for export's Yard.

Delivery. 4.1 Any dates quoted for delivery of the Goods are approximate only and the Company shall not be liable for any loss suffered by the Buyer arising from any delay in the delivery of the Goods. 4.2 The Buyer shall make all arrangements necessary to take delivery of the Goods 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 is for delivery shall not be of the essence of this Order. If Seller delivers unless previously agreed by the goods later than scheduled, Buyer may assess the following amounts as liquidated damages for the delay period; provided however, if Seller Company in writing and it is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to 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 agreed 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller 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 of the Goods or fails to give adequate delivery instructions before or at the Delivery Date (otherwise than by reason of the 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 charge the Buyer the reasonable costs (including transportation and insurance) of storage; or (b) treat the Contract as repudiated and sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the Price or charge the Buyer for any shortfall below the 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 and the Buyer shall be deemed to have accepted the Goods 4.7 The Buyer shall be responsible for clearing obtaining all necessary licenses and permissions for the goods for exportimport and use of the Goods into the country of destination 4.8 Save as otherwise provided in writing, in respect of export orders, any stated Delivery Dates shall commence only upon receipt of a letter of credit complying in all respects with the Company’s requirements.

Delivery. 6.1 Delivery takes place on agreed 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 this Order. If acceptance by the Seller delivers of the goods later than scheduledPurchase 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, whichever may be the later. 6.3 Delivery of Goods in instalments shall be permitted only with the consent of the Buyer may assess the following amounts as liquidated damages for the delay period; provided howeverand 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 […***…] liquidated damages may be assessed. Where Seller is […***…]not able to accept delivery of the Goods or installation of the Goods when due, the Seller shall pay to 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing arranging suitable storage at suitable premises of the goods Goods, advising the Buyer beforehand of the particulars of such proposed storage and the Seller shall also ensure that the Goods and the premises in which they are stored are properly insured against all the usual risks and notify the Buyer of such insurance cover. 6.5 If delivery is made before the delivery date specified in the Purchase Order, the Buyer may return the Goods to the Seller at the Seller's risk and expense. 6.6 Each delivery must be accompanied by details of the exact quantity and description of the Goods and/or the Services performed. Shipping documents and a separate invoice stating the relevant Purchase Order number for exporteach shipment must be sent by first class mail to the Buyer's plant or office which issued the Purchase Order on the day on which the shipment is made, marked for the attention of the Accounts Office. When Goods are invoiced by the Seller but shipped by a third party, the invoice shall bear the name of the shipper and the point from which the delivery originated. If shipment is not delivered to the Buyer's premises, the original bill of lading must be furnished with the invoice(s). The Buyer's count shall be accepted as final on all shipments. 6.7 Delivery is completed only if the agreed Goods or Services are delivered in their entirety in accordance with the present Agreement at the location designated by Buyer. 6.8 The Seller shall provide Buyer a current material safety data sheet (“MSDS”) for each Good supplied to Buyer under the present Agreement on an annual basis or sooner in the event such document has been modified. 6.9 If the Seller is in the position of being able to supply some but not all of its customers, the Buyer shall be given priority over all other of the Seller's customers.

Delivery. Time 5.1 Where Goods are delivered on a duty paid basis in accordance with the International Chamber of Commerce Incoterms 2020 unless otherwise stated. Invoices must accompany all deliveries. The Company will not recognise invoices unless the Company’s Purchase Order number is quoted. The Company is not liable for packing or cartage costs unless agreed to prior to shipment. 5.2 The Company may cancel all or the balance of the essence of this Purchase Order if the Goods are not delivered by the date or dates specified in the Purchase Order. If Seller delivers the goods later than scheduled, Buyer may assess the following amounts as liquidated damages for the delay period; provided however, if Seller The Company is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay under no obligation to 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 accept Goods that are delivered prior to the scheduled delivery dates due date on the Purchase Order. 5.3 Where the Purchase Order is 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 blanket order covering 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 and providing indicative quantities of Goods that will be called up via a release schedule from the Company, then the due date for delivery date. Except as otherwise and quantity of Goods will be deemed to be the due date for delivery and quantity of Goods set forth out in the Supply Agreementrelease schedule given to the Supplier by the Company. 5.4 Should the Supplier fail to provide the Goods covered by the order on the specified due date, Buyerdeliver less than the specified quantity or fail to deliver Goods that comply with the Company’s sole remedy for damages for late delivery during specifications or drawings, then the delay period shall be Supplier will take such action necessary to ensure the Company’s operations are not unduly impacted. This action may include but is not limited to the dispatch of replacement product via priority freight, the sourcing of alternative materials from other sources of supply or the working of required overtime in the Supplier’s operations. If alternative materials have to be used then the Supplier will reimburse the Company with the cost of such testing and evaluation that are necessary to approve the use of the alternative materials. 5.5 Where some or all of the Goods specified on the Purchase Order are lost or damaged in transit and the Supplier is responsible for transportation, then the Supplier must replace those Goods on notification by the Company provided that the notification is given within 14 days of receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportGoods.

Delivery. Time is 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 essence Goods or performance of this Order. If Seller delivers Services are approximate only, and time of delivery is not of the goods later than scheduledessence. 4.3 In the event of delay in delivery, Buyer may assess shall give written notice to Seller requiring the following amounts as liquidated damages for the delay period; provided howeverdelivery to be made within 14 days. Subject to Condition 4.4, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…]fails to fulfil the delivery within 14 days, Seller shall pay to 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 entitled to cancel the scheduled delivery dates on a first-in, first-out basis, with each good delivered allocated first to the earliest open scheduled good delivery dateOrder. 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; Seller’s sole liability 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole exclusive remedy for damages for late such non-delivery during the delay period shall will be limited to (a) refunding any sums which Buyer has paid for the receipt 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, at the lowest available market price, less the Price of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, relevant Goods. 4.4 Seller shall not be responsible liable for clearing any delay in delivery of the goods Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for exportany 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

Delivery. Time is 4.1 The Company shall ensure that each delivery of the essence Goods is accompanied by a delivery note which shows the date of this the Order. If Seller delivers , all relevant Buyer and Company reference numbers, the goods later than scheduledtype and quantity of the Goods (including code number of the Goods, Buyer may assess where applicable), the following amounts as liquidated damages for total weight of the delay period; provided howeverGoods being delivered and, if Seller the Order is […***…] liquidated damages may being delivered by instalments, the outstanding balance of Goods remaining to be assessed. Where Seller is […***…], Seller shall pay to Buyer an amount equal to […***…] delivered (the “LD CapDelivery 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 are approximate only, and the time of delivery is not of the essence. For The Company shall not be liable for any delay in delivery of the avoidance 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 doubtthe Goods. 4.4 If the Company fails to deliver the Goods, in determining any liquidated damages delay period, good deliveries pursuant to this Order its liability shall be applied sequentially limited 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; costs 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 expenses incurred by the Buyer in transportation over obtaining replacement goods of similar description and above normal transportation costs, up to a maximum […***…], during the period of time starting […***…] after the delivery date. Except as otherwise set forth quality in the Supply Agreementcheapest market available, less the price of the Goods. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Buyer’s sole remedy for damages for late failure to provide the Company with adequate delivery during instructions or any other instructions that are relevant to the delay period supply of the Goods. 4.5 The Company may deliver the Goods by instalments, which shall be limited 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 to cancel any other instalment. 4.6 When the receipt Company delivers the Goods the Buyer will be required to sign the Delivery Note to confirm delivery. Signing of the amount Delivery Note by, or on behalf of, the Buyer is proof that the Goods delivered are of the LD Cap from Seller until […***…] after correct quantity and quality. In the LD Cap event that the 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 been reached after which accepted the Buyer may avail itself must inform the Company in writing by email within the following time scales: (a) if the total weight 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 contraryGoods, and 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 as stated on the face Delivery Note, is 500kg or less then within one (1) Working Day; or (b) if the total weight of this Orderthe 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 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, 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 of the invoice. 4.9 If for any reason the Buyer is unable to accept delivery of the Goods at the time when the Goods have been notified as ready for delivery, the Company may, at the cost of the Buyer, at its sole discretion store the Goods at the risk of the Buyer and take all goods reasonable steps to safeguard and insure them, provided under this Order that the Buyer shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportimmediately informed thereof.

Delivery. Time is of 4.1 Full delivery prices and options are listed on the essence of this OrderGoldenHOOD website or catalogue and are subject to change from time to time. 4.2 Certain large, heavy or bulky items and deliveries to offshore/remote deliveries (including Tasmania) will attract higher delivery prices and delivery times will be longer, depending on the delivery location. If Seller delivers Delivery prices and times for these items will be discussed for confirmation with the goods later than scheduled, Buyer may assess Customer after an Order has been placed. 4.4 GoldenHOOD will use reasonable endeavours to ensure its delivery agents meet delivery estimates. However GoldenHOOD cannot be held liable for any delay in delivery. 4.5 Risk in the following amounts as liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to 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 Goods transfers 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 Customer at the time this Order was issued; of delivery but title will not pass until payment has been made in full for the Goods in question. Customers are advised to notify GoldenHOOD immediately if Goods are delivered in damaged or soiled packaging. 4.6 Goods delivered are used, stored and are to installed at the Customer's own risk and GoldenHOOD will not be assessed liable for any damage, loss or disruption caused by the same unless caused by GoldenHOOD's negligence. Where installation/disconnection services have been ordered by the Customer, further charges, terms and conditions may apply as liquidated damages and not as a penalty. In addition communicated by GoldenHOOD to the Liquidated Damages set forth aboveCustomer before delivery. 4.7 All large machinery, refrigeration and flat packed Goods are delivered to the front door of ground floor locations only. Seller agrees The delivery person/driver may at his/her discretion assist with delivering the Goods to pay a location within the costs actually incurred premises nominated by the Buyer Customer, at the Customer's sole risk. 4.8 If (i) the Customer will not or does not accept delivery when the Goods are ready for delivery or (ii) GoldenHOOD or its agent cannot effect delivery because GoldenHOOD or its agent considers at the time of delivery that delivery would be hazardous or would be contrary to their policies, industry practice or statutory requirements or (iii) because the Customer has not provided GoldenHOOD with appropriate instructions, documents, licences or authorisations to properly, legally and safely effect delivery of the Goods, risk in transportation over the Goods passes to the Customer, the Goods will be deemed delivered, and above normal transportation GoldenHOOD may store the Goods until actual delivery, in which case, the Customer will be liable to GoldenHOOD for all related costs, up to a maximum […***…]such as re-delivery charges, during the period of time starting […***…] after the delivery date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, storage and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportinsurance.

Delivery. Time is of the essence of this Order. If Seller delivers the (he goods later than scheduled, Buyer may assess the following amounts as liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to 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 arc 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 of […***…], during the period of time starting […***…] after the delivery date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and without limiting Buyer’s other rights herein, no liquidated damages shall apply to late laic delivery during calendar year […***…]. All delivery designations are INCOTERMS 2010. Unless otherwise stated on the face of this Order, all goods provided under this Order shall be […***…]FCA Storage Yard. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for export.

Delivery. Time is 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 essence Goods or performance of this Order. If Seller delivers Services are approximate only, and time of delivery is not of the goods later than scheduledessence. 4.3 In the event of delay in delivery, Buyer may assess shall give written notice to Seller requiring the following amounts as liquidated damages for the delay period; provided howeverdelivery to be made within 14 days. Subject to Condition 4.4, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…]fails to fulfil the delivery within 14 days, Seller shall pay to 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 entitled to cancel the scheduled delivery dates on a first-in, first-out basis, with each good delivered allocated first to the earliest open scheduled good delivery dateOrder. 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; Seller’s sole liability 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole exclusive remedy for damages for late such non-delivery during the delay period shall will be limited to (a) refunding any sums which Buyer has paid for the receipt 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, at the lowest available market price, less the Price of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, relevant Goods. 4.4 Seller shall not be responsible liable for clearing any delay in delivery of the goods Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for exportany delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licenses or 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 Xxxxx, 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. Time is (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 Goods. Once Xxxxx gives notice of the essence rejection of this Orderthe Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller delivers fails to make delivery in accordance with the goods later than scheduledContract delivery schedule, Buyer may assess will have the following amounts as liquidated damages for option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the delay period; provided howeverunit price per day, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to 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. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date or the Contract delivery schedule due date, and continue until and including the date on which the Good(s) are delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In addition the event of any anticipated or actual delay in meeting the Contract delivery schedule (if provided by Buyer), Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Xxxxx, ship via air or expedited routing to avoid or minimize delay to the Liquidated Damages set forth abovemaximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, FORCE MAJEURE. Seller agrees will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the costs actually incurred schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall respond to any inquiries made by the Buyer in transportation over and above normal transportation costs, up to within two (2) business days of a maximum […***…], during the period of time starting […***…] after the delivery date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportrequest.

Delivery. Time is 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 essence Goods or performance of this Order. If Seller delivers Services are approximate only, and time of delivery is not of the goods later than scheduledessence. 4.3 In the event of delay in delivery, Buyer may assess shall give written notice to Seller requiring the following amounts as liquidated damages for the delay period; provided howeverdelivery to be made within 14 days. Subject to Condition 4.4, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…]fails to fulfil the delivery within 14 days, Seller shall pay to 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 entitled to cancel the scheduled Order. Seller’s liability for such non-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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to (a) refunding any sums which Buyer has paid for the receipt 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 amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, relevant Goods. 4.4 Seller shall not be responsible liable for clearing any delay in delivery of the goods Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for exportany 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. Time is of the essence of this Order. 8.1 If Seller delivers the goods later than scheduled, Buyer may assess the following amounts as liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to 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 Goods are to be assessed as liquidated damages and not as a penalty. In addition delivered by Resolution IT to the Liquidated Damages Customer, such Goods shall be delivered to the location 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 date. Except as otherwise set forth out in the Supply AgreementOrder. Unless it is otherwise agreed in writing, Buyer’s sole remedy for damages for late delivery during the delay period such Goods shall be limited delivered by any means chosen by Resolution IT and Resolution IT shall not be under any obligation to provide personnel, plant or power to assist the receipt unloading of the amount Goods. 8.2 If the Customer is unable to take delivery of the LD Cap Goods, 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 Seller until […***…] after the LD Cap has been reached after which Buyer may avail itself such delivery give Resolution IT notice of any other remedies for breach matter or thing by reason whereof the Customer may allege that exist the Goods are not in this Order (including termination for Seller’s breach of its delivery obligations) Notwithstanding anything herein accordance with the Contract or are defective in material or workmanship. If the Customer fails to give such notice the contrary, and 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 face of this Order, all goods provided under this Order 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 accepted the Goods accordingly. Notwithstanding If the foregoing IncotermCustomer establishes to Resolution IT's reasonable satisfaction that the Goods are not in accordance with the Contract or are so defective, Seller 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 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 be responsible for clearing the goods for exportinstallation of Goods, Rented Equipment or Loaned Equipment at the Customer’s site under the terms of this Supplement.

Delivery. 7.1. The Goods shall be delivered in accordance with the terms stated overleaf. Where the terms of delivery are not stated overleaf, then delivery of the Goods 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 ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place. 7.2. The date for delivery as stated overleaf is only an estimate and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time is for delivery shall not be of the essence of this Orderthe Contract unless previously agreed by the Seller in writing. If Seller delivers the goods later than scheduled, Buyer may assess the following amounts as liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages The Goods may be assesseddelivered or shipped by the Seller in advance of the date of delivery stated overleaf on giving reasonable notice to the Buyer. 7.3. Where Seller is […***…], Seller shall pay to 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 Goods are to be assessed as liquidated damages delivered in instalments, each delivery shall constitute a separate contract and not as a penalty. In addition failure by the Seller to deliver any one or more of the Liquidated Damages set forth above. Seller agrees to pay the costs actually incurred instalments in accordance with these Terms or any claim by the Buyer in transportation over and above normal transportation costs, up respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a maximum […***…], during whole as repudiated. 7.4. If the period of time starting […***…] after Seller fails to deliver the delivery date. Except as otherwise set forth in Goods (or any instalment) for any reason other than any cause due to Force Majeure or the Supply Agreement, Buyer’s sole remedy for damages for late delivery during fault, and the delay period Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the receipt excess (if any) of the amount cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the LD Cap from Goods. 7.5. If the Buyer fails to take delivery of the Goods or fails to give the Seller until […***…] after adequate delivery instructions prior to delivery (otherwise than by reason of the LD Cap has been reached after which Buyer may avail itself of Seller’s fault) then, without limiting any other remedies right or remedy available to the Seller, the Seller may: (a) store the Goods until actual delivery and charge the Buyer for breach that exist in this Order the reasonable costs (including termination for Seller’s breach insurance) of its delivery obligationsstorage; or (b) Notwithstanding anything herein sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the contrary, and 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 Buyer for the face of this Order, all goods provided excess over the price under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible Contract or charge the Buyer for clearing any shortfall below the goods for exportprice under the Contract.

Delivery. Time 3.1.1 Seller is of legally bound by all delivery times set forth in the essence of this Order. Unless otherwise agreed in writing, part-, over-, early- or short-deliveries are not allowed. 3.1.2 Seller is obliged to immediately inform Xxxxx as soon as it is reasonably foreseeable for Seller that the delivery time cannot be adhered to. If Seller delivers the goods or completes the services later than scheduled, Xxxxx is entitled to all claims under the applicable laws including the right to withdraw from the contract and the claim for damages in lieu of performance if the Buyer has without result set a reasonable period for the Seller for performance or cure. 3.1.3 If Seller delivers the goods or completes the services later than scheduled, Buyer may assess liquidated damages of 3% (at least EUR 500) of the following amounts as total amount of the Order per each commencing week for the delay period. Notwithstanding the foregoing, the amount of the liquidated damages shall not exceed 15% (at least EUR 2.500) of the total amount of the Order. Buyer is entitled to claim liquidated damages in addition to Xxxxx`s claim for performance under the Order. Buyer’s resort to liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay period does not preclude Xxxxx’s right to 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and without limiting Buyer’s other rights herein, no liquidated damages shall apply to late delivery during calendar year […***…]. claims. 3.1.4 All delivery designations are INCOTERMS 2010. The respective delivery designation is also the place where Seller`s delivery obligations are fulfilled (place of fulfillment). Unless otherwise stated on the face of this Orderstated, all goods provided under this Order shall be […***…]delivered FCA Seller’s facility. Notwithstanding However, goods that are to be shipped directly to Buyer’s customer or a location designated by Buyer’s customer that are: (a) not to be exported; or (b) exported from the foregoing IncotermUnited States of America (“U.S.”), shall be delivered EXW Seller’s facility. The term EXW used herein is modified from the INCOTERMS 2010 definition to mean “EXW with Seller shall not be responsible for clearing loading the goods at Seller’s risk and expense”. Buyer may specify contract of carriage in all cases. Failure of Seller to comply with any such Buyer specification shall cause all resulting transportation charges to be for exportthe account of Seller and give rise to any other legal remedies available.

Delivery. Time is 3.1 The Goods will be delivered within a reasonable time after the receipt of the essence Buyer's purchase order, subject to availability of this Order. If Seller delivers the goods later than scheduled, Buyer may assess the following amounts as liquidated damages for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to 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 datefinished Goods. The parties agree that delivery and/or shipping schedule is the above amounts, are for damages resulting from the delay period only; are a reasonable pre best estimate of such damages Buyer will suffer as a result of delay possible based on circumstances conditions existing at the time this Order was issued; of Seller's Sales Confirmation or Seller's quotation and are to be assessed receipt of all specifications, as liquidated damages applicable, 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 date. Except as otherwise set forth in the Supply Agreementcase of non-standard items, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited any such date is subject to the Seller's receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer may avail itself of any other remedies complete information necessary for breach that exist in this Order (including termination for Seller’s breach of its delivery obligations) Notwithstanding anything herein to the contrary, design and without limiting Buyer’s other rights herein, no liquidated damages shall apply to late delivery during calendar year […***…]manufacture. All delivery designations are INCOTERMS 2010. Unless otherwise stated on the face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible liable for clearing any delays, loss or damage in transit or for any other direct, indirect, or consequential damages due to delays, including without limitation, loss of use. 3.2 Seller may, in its sole discretion, without liability or penalty, deliver partial shipments of Goods to Buyer and ship the goods Goods as they become available, in advance of the quoted delivery date. If the Goods are 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. 3.3 Seller shall make the Goods available to Buyer at Seller's factory or designated shipment point (each, "Seller's Shipment Point") using Seller's standard methods for exportpackaging and shipping such Goods. Buyer shall take delivery of the Goods within 5 days of Seller's written notice that the Goods 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 authorizations: (i) title and risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Seller, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

Delivery. Time 5.1 Whilst the Seller will use its reasonable endeavours to avoid delay, the Seller shall not be liable to the Buyer for any loss or damage, whether direct, indirect or consequential. If it is delayed or prevented from delivering the Goods or otherwise performing its contractual obligations due to force majeure, act of God, natural disasters, fire, flood, explosion or earthquake, serious accidents, prohibition or limitation of exports or imports, any act of government, war, insurrection, riots, strikes or labour disturbances (whether at the Seller’s works or elsewhere), shortages of materials or any other cause or event whatsoever beyond the reasonable control of the essence Seller. 5.2. In the event of this Orderthe occurrence of any of the causes or events mentioned in Clause 5.1. If above, the Seller delivers may at its option either suspend performance or, cancel the goods later than scheduled, Buyer may assess the following amounts Contract or so much of it as liquidated damages remains unperformed without liability for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to 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 loss and without prejudice to the scheduled delivery dates on a first-inSeller’s rights to receive payment of the price of all Goods previously delivered, first-out basis, with each good delivered allocated first to the earliest open scheduled good delivery dateor work already done. 5.3. 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 penaltySeller may make delivery by instalments unless otherwise agreed. In addition to the Liquidated Damages set forth above. Seller agrees to pay the costs actually incurred Failure by the Buyer in transportation over and above normal transportation costs, up to accept or pay for any instalment may be treated by the Seller as a maximum […***…], during repudiation of the period of time starting […***…] after the delivery dateContract. 5.4. Except as Unless otherwise set forth specified in the Supply AgreementSeller’s quotation or acceptance of order, the Seller shall arrange delivery of the Goods to the Buyer’s sole remedy for damages for late premises or any other delivery during point indicated in the delay period Contract and shall insure the Goods to the point of delivery. The costs of such delive ry and insurance shall be limited for the account of the Buyer and shall be set out on the Seller’s invoice. 5.5. No claim for damage to the Goods may be made unless notified to the Seller and the carrier within three working days of the receipt of the amount Goods by the Buyer. 5.6. Claims for non-delivery must be made within 10 days of the LD Cap from Seller until […***…] after advised date of despatch of the LD Cap has been reached after which Buyer Goods. 5.7. Goods may avail itself be returned for credit and orders relating to them may be cancelled or rescheduled at the sole discretion of any other remedies for breach that exist in this Order (including termination for the Seller’s breach . A cancellation charge equal to twenty per cent of its delivery obligations) Notwithstanding anything herein the purchase price of the standard Goods subject to the contrary, cancellation rescheduling or return and 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 face of this Order, all goods provided under this Order shall eight weeks prior written notice will normally be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportrequired.

Delivery. 8.1 Except as otherwise agreed by both parties in writing all Goods are delivered EXW (ex works) Seller’s manufacturing plant stated in the relevant purchase order. EXW (ex works) is as defined in INCOTERMS 2010. The Buyer will provide at its expense adequate and appropriate equipment and manual labour for loading or off-loading (as appropriate) the Goods. 8.2 All delivery dates 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 dates and/or times are specified, delivery will be within a reasonable time. Time is of delivery will not be of the essence essence. 8.3 The Seller will be deemed not to be in breach of this Order. If Seller delivers the goods later than scheduledContract, Buyer may assess the following amounts as liquidated damages and (for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to Buyer an amount equal to […***…] (“LD Cap”). 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 14.2. 8.5 Any delay in delivery will not entitle the Buyer to cancel the purchase order unless 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 determining any liquidated damages delay period, good deliveries pursuant to this Order shall the event of non-delivery of the Goods following the service of a written notice by the Buyer under Condition 8.5 the Seller’s liability for such non-delivery will be applied sequentially limited 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 proper costs and not as a penalty. In addition to the Liquidated Damages set forth above. Seller agrees to pay the costs actually expenses incurred by the Buyer in transportation over obtaining replacement goods of similar description and above normal transportation costs, up to a maximum […***…], during the period of time starting […***…] after the delivery date. Except as otherwise set forth quality in the Supply Agreementcheapest market available, less the Price of the relevant Goods. The Seller will have no liability for any failure to deliver to the extent that such failure is 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 instructions, documents, licences or authorisations required to enable the Goods to be delivered on time (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: 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 storage and insurance); and/or 8.7.2 recover from the Buyer all wasted transport costs resulting from the Buyer’s sole remedy refusal or failure to take delivery of the Goods when tendered for damages for late delivery during the delay period shall be limited delivery; and/or 8.7.3 following written notice to the receipt Buyer, sell any of the amount Goods at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the Price of the LD Cap from Seller until […***…] after Goods under the LD Cap has been reached after which Buyer may avail itself of Contract, having taken into account any other remedies for breach that exist in this Order (including termination for Seller’s breach of its delivery obligations) Notwithstanding anything herein charges related to the contrary, sale and without limiting Buyer’s other rights herein, no liquidated damages shall apply any charges referred to late delivery during calendar year […***…]. All delivery designations are INCOTERMS 2010. Unless otherwise stated on the face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportin Conditions 8.7.1 and 8.7.2.

Delivery. Time is of DMG MORI shall exert its best efforts to cause the essence of this Order. If Seller delivers Equipment to be shipped by the goods later than scheduled, Estimated Shipment Date and effect Delivery by the Estimated Delivery Date (being a date which DMG MORI will notify the Buyer may assess as soon as practicable once the following amounts as liquidated damages Equipment are available for the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay to Buyer an amount equal to […***…] (“LD Cap”Delivery). For the avoidance of doubt, Buyer acknowledges that all dates stated by DMG MORI are approximate dates only; and are estimated in determining any liquidated damages delay period, good deliveries pursuant to this Order shall be applied sequentially faith to the scheduled delivery dates on a first-inbest of DMG XXXX’s ability, first-out basiscommensurate with foreseeable scheduling and subject to availability of product and transit. DMG MORI shall not be liable for any loss or damage whatsoever, with each good delivered allocated first to the earliest open scheduled good delivery date. The parties agree that the above amountsincluding loss of income and/or profits, are for incidental, special or consequential damages resulting from DMG XXXX’s delayed performance in shipment and Delivery of the delay period only; Equipment for any reason whatsoever. Buyer must accept Delivery within 7 days from the date that the Equipment are a reasonable pre estimate of such damages first available for Delivery as advised by DMG MORI. Acceptance and payment by 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 with respect to the Liquidated Damages set forth above. Seller agrees to pay the costs actually incurred Equipment delivered by the Buyer in transportation over and above normal transportation costs, up to a maximum […***…], during the period of time starting […***…] after the delivery date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller DMG MORI shall not be responsible delayed because of any delay in Delivery by DMG MORI of Optional Accessories or other goods not essential to the operation of the Machines; and in such event, the Payment Terms shall be applicable to the Equipment initially delivered as of the date of Delivery and to subsequent deliveries of Equipment as they occur. If DMG MORI is unable to effect Delivery due to the fault of the Buyer (including due to the Buyer failing to take Delivery in accordance with this Agreement), the Buyer will pay to DMG MORI as interest 0.4% of the total invoiced amount per week from the date of Delivery until acceptance by Buyer and DMG MORI may store the Equipment and charge the Buyer for clearing all costs and expenses incurred or suffered by DMG MORI as a result. Upon delivery by DMG MORI to the goods Delivery Point, risk of loss shall pass to Buyer. Thereafter, the carrier shall be deemed to be acting for exportand on behalf of Buyer and the terms of payment for the Equipment shall not be affected by damage to or destruction of the Equipment sold.

Delivery. Time is 4.1. The Buyers shall give xx Xxxxxxx at least five (5) days prior written notice of the essence scheduled date of this Orderarrival of the Vessel to the Delivery Port specifying the name of vessel, vesselʼs agent, approximate date of arrival, bunkering port, grade and quantity of marine fuel and the Buyerʼs invoice details. 4.2. If Seller delivers The Buyer shall ensure that either the goods later master of a nominated Vessel or vesselʼs agent gives not less than scheduled, Buyer may assess 48 hours advance notice to the following amounts as liquidated damages Sellers for the delay period; provided howeverdefinite time of arrival of the Vessel to the Delivery Port. 4.3. The master or the vesselʼs agent shall give immediate notice to Sellers of any delays in the time of arrival to the Delivery Port. In case of failure to arrive to the Delivery Port at the scheduled date, if Seller is […***…] liquidated the Sellers shall use its best efforts to reschedule the delivery to the Buyers’ vessel but shall not be responsible for any delays or for any damages may be assessed. Where Seller is […***…], Seller shall pay to Buyer an amount equal to […***…] (“LD Cap”). For resulting therefrom and the avoidance of doubt, in determining any liquidated damages delay period, good deliveries pursuant to this Order Sellers shall be applied sequentially entitled to cancel the Agreement and/or the Bunker Contract in case that the Vessel do not arrive within 6 hours of the definite time of arrival to the scheduled delivery dates on a first-in, first-out basis, with each good delivered allocated first Delivery Port without any liability whatsoever nature to the earliest open scheduled good delivery dateSellers and without prejudice to the Seller’s rights for expenses, claims, damages arising from non-arrival or late arrival of the Vessel to the Delivery Port. 4.4. The parties Buyers shall advise the Sellers in writing, 24 hours prior to delivery, of maximum allowable pumping rate and pressure. The Sellers and the Buyers shall agree that on the above amounts, are for damages resulting from communication and emergency shut-down procedures and the delay period only; are a reasonable pre estimate master of such damages Buyer will suffer as a result of delay based on circumstances existing the Vessel also has to acknowledge the same. 4.5. The Buyers shall be liable to pay the Sellers’ claims whatsoever nature if the Buyers or the Vessel fails to receive the Bunkers at the time this Order was issued; for delivery. Furthermore, if the Vessel fails to take delivery of the Bunkers or any part thereof, the Buyers shall compensate the Sellers for any loss or damage whatsoever nature including but not limited to any loss of profit on any resale of the Bunkers, and are to be assessed as liquidated damages and not as a penaltythe Buyers shall bear the risk of the return transport, storage or selling of the Bunkers. In addition to the Liquidated Damages set forth aboveforegoing the Sellers shall pay a penalty payment under this paragraph. Seller agrees to pay The penalty payment shall be 7% of the costs actually invoice price provided that the minimum penalty payment shall be USD 3,000. The penalty payment shall not be deducted from the Buyers’ claims and shall be paid by the Sellers separately. 4.6. Delivery shall be made during the Sellers' normal working hours at the Delivery Port unless required at other times and permitted by port regulations, in which event the Buyers shall reimburse the Sellers for all additional expenses incurred by the Buyer in transportation over Sellers. 4.7. The Sellers shall have the right to require the Buyers to shift vessel to another berth or anchorage, and above normal transportation coststo deliver the Bunkers by using extra Bunker Barge whenever it is deemed necessary by the Sellers, up depending on the Bunker Barge capacity and the prior commitments of available Bunker Barge or existing facilities. 4.8. The Buyers shall arrange a free and safe berth to a maximum […***…], during the period of time starting […***…] after Bunker Barge alongside the Vessel to receive the Bunkers. The master and the crewmembers shall render all assistance to safely moor and unmoor the Bunker Barge and to connect and disconnect the delivery datehose. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited The Vessel is subject to the receipt of Sellers’ and the amount of Bunker Barge’s acceptance and the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller Vessel shall not be responsible supplied the Bunkers unless free of all difficulties, deficiencies or defects which might impose hazards in connection with the supply of the Vessel. 4.9. The Buyers shall notify the Sellers in advance and in any case with the definite notice of the arrival of the Vessel to the Delivery Port if there are special conditions and if the structure of the Vessel is unconventional. 4.10. The Sellers do not warrant nor shall be deemed to warrant the safety of the Delivery Port and any place(s) or facility(ies) where the Vessel is supplied the Bunkers and the Sellers assume no liability whatsoever in respect thereof except gross negligence or willful misconduct of the Sellers. 4.11. The Vessels shall be bunkered as promptly as possible and the Sellers shall exercise due care for clearing timely supply of the goods Bunkers but the Sellers shall not be liable for exportdemurrage, detention nor any other nor different damages due to any delay caused by any reason, including but not limited to weather (whether usual or unusual), congestion at the terminal or prior commitments of available barges or existing facilities, howsoever caused except gross negligence or willful misconduct of the Sellers. 4.12. The Buyers shall ensure that vessel will be in full compliance with all applicable international conventions, all applicable laws, regulations and/or other requirements of the Delivery Port in Turkey or in another country of the port and/or place of delivery where the Sellers supply the Bunkers and all applicable regulations and/or requirements of any terminal or facilities in the Delivery Port or place where the Vessel shall be supplied. 4.13. The Buyers and the Owners of the Vessel undertake that the Vessel shall comply with and meet any financial responsibility requirements for liability risks including oil pollution and spill prevention and shall have a valid liability insurance for risks which are ordinarily covered under the Rule Books of the P&I Clubs who are the member of International Group of the P&I Clubs including pollution. 4.14. The Buyers shall give departure confirmation before 14:00 hours for the Vessel which is at shipyard or repair dock for bunkering arrangements and the Vessel shall also depart before 14:00 hours same day otherwise bunkering shall be arranged next day after 18:00 hours. Should the Vessel does not depart before 14:00 hours additional daily Bunker Barge fee of USD 2,000 shall be paid by the Buyers.

Delivery. Time is 5.1 The Supplier shall use all reasonable endeavours to deliver the Products specified in each Order to the location specified for delivery of Products as outlined in an Order (Delivery Location) on or by the essence of this Orderanticipated Delivery Date. If Seller delivers the goods later than scheduledSupplier becomes aware that it will be unable to meet a Delivery Date and has access to the Supplier Portal, Buyer may assess it must notify J9 via the following amounts as liquidated damages for Supplier Portal immediately. If the delay period; provided however, if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…], Seller shall pay supplier has no access to Buyer the Supplier Portal then the Supplier should email J9 immediately. 5.2 Delivery of 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 finalised upon the completion of unloading the Order at the Delivery Location (Delivery). The Supplier will provide the Customer with an opportunity to inspect the Order upon Delivery. 5.3 The Supplier shall not deliver Orders by instalments except with the prior written consent of J9. Where Orders are to be delivered by instalments, they may be invoiced and paid for separately. References in these Conditions to Orders shall, where applicable, be read as references to instalments. 5.4 If an Order is not delivered to the scheduled delivery dates Delivery Location on the specified Delivery Date, and, in addition, the Supplier is able to but has not notified J9 via the Supplier Portal as set out in clause 5.1, then, without limiting any other right or remedy J9 may have, J9 may: 5.4.1 terminate the Order with immediate effect; 5.4.2 obtain substitute products from another supplier and recover from the Supplier any costs and expenses reasonably incurred by J9 or a first-inCustomer in obtaining such substitute products; and 5.4.3 subject to clause 16.5, first-out basisclaim damages for any other costs, with each good delivered allocated first to the earliest open scheduled good delivery date. The parties agree that the above amounts, are for damages expenses or losses resulting from the Supplier's failure to deliver the Order on the Delivery Date, provided that the Supplier shall have no liability for any failure or delay period only; are in delivering an Order to the extent that such failure or delay is caused by J9's failure to comply with its obligations under this agreement. 5.5 The Supplier shall ensure that each delivery of Products shall be accompanied by an up to date dispatch note provided by J9 in the Supplier Portal or as emailed by J9 to the Supplier’s Designated Email Address. The Supplier will also endeavour to obtain at least one of the following methods of proof of Delivery in addition to obtaining the Customer’s signature: 5.5.1 taking a reasonable pre estimate photograph of such damages Buyer will suffer as a result of delay based on circumstances existing the Order at the time this Order was issuedDelivery Location; and are to be assessed as liquidated damages and not as a penalty. In addition to and/or 5.5.2 including 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt GPS co-ordinates of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer 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 contrary, and 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 face of this Order, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incoterm, Seller shall not be responsible for clearing the goods for exportDelivery Location.

Delivery. Time 3.1 The Goods will be delivered by the date specified in the Agreement, or i f 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 3.2 Seller may, in its sole discretion, without liability or penalty, deliver partial shipments of Goods to Buyer as they become available, in advance of the essence of this Orderquoted delivery date. If the Goods are to be delivered in installments, then insofar as each shipment is subject to the same Agreement, the Agreement will be treatedas a single contract and not severable. 3.3 Seller delivers shall make the goods later than scheduledGoods available to Buyer at Seller’s factory or designated shipment point (each, “Seller’s Shipment Point”) using Seller’s standardmethods for packaging andshipping such Goods. Buyer shalltake deliveryofthe Goods within five (5) days of Seller’s written notice that the Goods have been delivered to the Seller’s Shipment Point. 3.4 If for any reason, Buyer may assess fails to accept delivery of any of the following amounts as liquidated damages for Goods onthe date fixedpursuant to Seller’s notice that the delay period; provided howeverGoods have beendeliveredat the Seller’s Shipment Point, or if Seller is […***…] liquidated damages may be assessed. Where Seller is […***…]unable to deliver the Goods at the Seller’s Shipment Point on suchdate because Buyer has not provided appropriate instructions, Seller documents, licenses or authorisations: (a) title andrisk of loss to the Goods shall pay to Buyer an amount equal to […***…] passto Buyer; (“LD Cap”). For b) the avoidance of doubt, in determining any liquidated damages delay period, good deliveries pursuant to this Order Goods shall be applied sequentially deemed to have beendelivered; and(c) Seller, at its option,may store the scheduled delivery dates on a first-inGoods until Buyer picks them up, 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 whereupon 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 date. Except as otherwise set forth in the Supply Agreement, Buyer’s sole remedy for damages for late delivery during the delay period shall be limited to the receipt of the amount of the LD Cap from Seller until […***…] after the LD Cap has been reached after which Buyer may avail itself of any other remedies liable for breach that exist in this Order all related costs and expenses (including termination for Seller’s breach of its delivery obligations) Notwithstanding anything herein to the contraryincluding, and without limiting Buyer’s other rights hereinlimitation, no liquidated damages shall apply to late delivery during calendar year […***…]. All delivery designations are INCOTERMS 2010. Unless otherwise stated on the face of this Orderfreight, all goods provided under this Order shall be […***…]. Notwithstanding the foregoing Incotermrestocking, Seller shall not be responsible for clearing the goods for exportstorage andinsurance).