Common use of Delivery Clause in Contracts

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

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

Delivery. 4.1 Unless agreed Except as may otherwise be specified in writing by Buyer, delivery of all items provided in this Purchase Order shall be made F.O.B shipping point (i.e., Seller's designated shipping facility). Seller acknowledges that Buyer's production and marketing schedules are based in part upon the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®delivery/completion date(s) at the place specified in the this Purchase Order. TIME AND PLACE OF DELIVERY ARE, THEREFORE, OF THE ESSENCE with respect to Seller's performance under this Purchase Order. Any provision in this Purchase Order Confirmation. 4.2 Any dates quoted or subsequent agreement by Buyer for delivery installment deliveries of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay items specified in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller this Purchase Order shall not be liable construed as a waiver of this requirement or as severing Seller's obligations for full, on-time, delivery of all items specified in this Purchase Order. If Seller determines that it either can not or may not complete delivery at the specified time and place, Seller shall promptly notify Buyer and indicate the earliest possible date that it is confident that it can complete delivery. Notwithstanding such notice, Seller's failure to effect conforming delivery shall entitle Buyer, without any liability to Seller hereunder, to revoke any prior acceptance of a partial delivery by Seller, to return at Seller's risk and expense all or any part of items delivered in partial satisfaction of this Purchase Order, to cancel this Purchase Order, to receive a refund of any amounts paid to Seller pursuant to this Purchase Order for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable items returned to Seller, and to purchase substitute items or services elsewhere and charge Seller with any loss or additional costs incurred in connection with such Packages purchases. If in order to comply with Xxxxx's required delivery date it becomes necessary for Seller to ship the items by a more expensive mode of transportation than specified in this Purchase Order, any increased transportation cost resulting therefrom shall be returned in accordance with paid for by Seller unless the necessity for such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have rerouting or expedited handling has been made caused by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsBuyer.

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

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

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

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

Delivery. 4.1 Unless agreed otherwise in writing (i) On the PA Closing Date, the Seller shall deposit with the Escrow Agent, to be held by the partiesEscrow Agent pursuant to the terms of this Agreement, all Goods are delivered FCA certificates representing the Initial Escrow Shares and the stock powers executed in blank with respect to such Initial Escrow Shares (“Free carrier” the “ Initial 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; 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 in INCOTERMS 2020®below) at if the place specified in Seller has satisfied and discharged all of its OCS Debt and Obligations prior to the Order Confirmation. 4.2 Any dates quoted 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 delivery of any further consent from the Goods or performance of Services are approximate only, and time of delivery is not of Lenders (as defined below)) immediately prior to any event on which the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer Escrow Agent shall be entitled to cancel dispose the Order. Seller’s liability for such non-delivery will 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 limited to evidenced in writing Israeli Registrar of Pledges’ printout); provided , further that, in the case of (ai) refunding any sums which Buyer has paid for the undelivered Goods and (bii) above, the reasonable Seller may, at any time and proper costs and expenses incurred 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 Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less Purchaser (the Price “ Guarantee ”) reflecting the Fair Market Value (as defined herein) of the relevant Goods. 4.4 Seller 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 Escrow Shares to the Seller. The terms and conditions of the Guarantee shall be subject to the prior approval of the Purchaser, which shall not be liable for any delay in delivery unreasonably withheld, provided, further that the terms and conditions of the Goods or Services where Buyer failed Guarantee (including the conditions and procedure for the realization of the Guarantee) shall not be less favorable to provide written notice 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 accordance with Condition 4.3 or for any delay that is caused by: escrow until the earlier of (i) a Force Majeure Event date of the termination of the Asset Purchase Agreement, or (ii) Buyer’s failure to provide 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 with adequate instructions, information, licences or authorisations to enable of the Goods or Services to be supplied on time OCS Debt and Obligations (“Delivery Informationthe “ Termination Date ”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

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

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

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

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

Delivery. 4.1 5.1 Unless agreed otherwise in writing by the parties, Company offers all Goods are delivered FCA items “Free On Transport” (“Free carrier” as defined in INCOTERMS 2020®FOT”) at the place specified in the Order Confirmation. 4.2 Any dates quoted our store, Brisbane. The Company will arrange for delivery of the Goods ("Delivery") at additional cost to the Purchaser’s nominated delivery point only if agreed in prior negotiation and specified in writing. This would be nominated as “Delivered to Door” (“DTD”) in the respective quotation or performance of Services are approximate only, and time of delivery Sales Order Agreement. 5.2 The Company is entitled to charge a fee for Delivery if it is not of specifically nominated as an inclusion in the essenceprice quoted in an official company quotation. 4.3 In the event of delay in delivery, Buyer shall give written notice 5.3 The Company is deemed to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of have delivered the Goods when they are ready loaded on to the Purchaser’s nominated transport vehicle FOT or in the case of DTD made available for unloading at the Purchaser's nominated delivery point. 5.4 The Purchaser is responsible for unloading the Goods from the Company's delivery vehicle. 5.5 If the Goods are to be 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 provide any Delivery Information deliver due to enable on time circumstances beyond the Company's reasonable control and the 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 will in one or more lots. 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 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 these Terms of Sale and the goods shall be chargeable at replacement value and no credit will be due on Packages for which a charge the Purchaser's risk from the time when the goods have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes loaded onto the Purchaser's collecting vehicle or other containers and palletsdelivered to the Purchaser's nominated delivery point (as the case requires).

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

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

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

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

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

Delivery. 4.1 Unless 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 requested arrival dates, it being agreed otherwise in writing and understood by the partiesparties that the failure by Seller, on more than three (3) occasions with respect to any five (5) consecutive required delivery dates as set forth in Purchase Orders previously [***] Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to 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 Goods are units required to be delivered FCA pursuant to such Purchase Orders upon any particular delivery date to Buyer's dock within the ten-day period following the respective delivery date (“Free carrier” as defined in INCOTERMS 2020®) at provided the place specified in the Order Confirmation. 4.2 Any dates quoted for cause of such delivery of the Goods or performance of Services are approximate only, and time of delivery failure is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice attributable to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred a request by Buyer that Seller make modifications to one or more Products prior to delivery that would not otherwise have had to been made by Seller in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed order to provide written notice deliver Products in accordance with Condition 4.3 or for any delay that is caused by: (ia then-effective Purchase Order) 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”)may result in Buyer terminating this Agreement under Section 2.2. 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

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

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

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

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

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

Delivery. 4.1 Unless agreed otherwise in writing by 3.1 Delivery shall occur when the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) arrive at the place specified in delivery address or 2 working days after delivery or collection is offered to the Order Confirmation.Buyer 4.2 Any dates quoted for 3.2 If the Buyer fails to take or make arrangements to accept delivery of or collect the Goods or performance if the Company is unable to deliver due to inadequate access or instruction, delivery shall be deemed and The Company may do any one or more of Services the following (without prejudice to any other right or remedy the Company may have):- (a) make additional charges for failed delivery (b) store the Goods at the Buyers risk and cost (c) invoice the Buyer for the Goods (d) suspend or terminate this contract without liability on the Companies part (e) recover from the Buyer all costs and losses incurred by the Company 3.3 Delivery dates are approximate given in good faith but are estimates only, . Time for delivery shall not be of the essence of the contract and time of delivery while every reasonable effort will be made to comply with such date compliance is not of guaranteed and the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice have no right to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled damages or to cancel the Orderorder for failure by any cause to meet any delivery date stated 3.4 Standard lead times vary according to product. Seller’s liability for such non-delivery Time estimates will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price revised on receipt of the relevant Goodsorder and times will not run until we are in receipt of all information required from the Buyer including written approvals as requested by the Company. 4.4 Seller 3.5 The Company shall not be liable for any damages whatsoever whether direct or indirect (including for the avoidance of doubt any liability to any third party) resulting from any delay by the Company in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable deliver the Goods or Services in a reasonable time 3.6 The Company reserves the right to be supplied on time (“Delivery Information”)make delivery by instalments and tender a separate invoice in respect of each instalment. Any claim which the Buyer may have in respect of one instalment shall not affect the Buyers liability in respect of any other instalment and shall not entitle the buyer to treat any other related contract as repudiated. 4.5 If 3.7 Where the Buyer refuses or fails to take requires delivery of the Goods when they are ready for by instalments, rescheduling requires the Company’s written agreement and will not be possible unless at least 3 month’s written notice is provided and so agreed. Each delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered shall constitute a separate contract and failure by the due date and Seller may charge Buyer for to pay the agreed price in respect of any instalment shall entitle the Company to treat any other related contract as repudiated in addition to any other rights of the Company pursuant to these Conditions 3.8 The Buyer will indemnify the Company in respect of all related losses damages costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any incurred as a result 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 the Buyers instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

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

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

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

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

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

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

Delivery. 4.1 Unless agreed otherwise in writing by the partiesSeller acknowledges that all terms as to quantity, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate onlyquality, specifications, and time of delivery are material elements of this Order and must be strictly complied with. Time is not of the essence. 4.3 In essence with respect to delivery of goods covered by this Order. Delivery must be in strict compliance with the event schedule contained in this Order and shall be made by Seller at such times and places and of delay in delivery, Buyer such items and quantities as may be specified by KUKA ASSEMBLY AND TEST. KUKA ASSEMBLY AND TEST shall give written notice have no liability to Seller requiring 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 to schedule, Seller must immediately notify KUKA ASSEMBLY AND TEST in writing, giving pertinent details; provided, however, that the receipt of such data shall be made within 14 daysfor 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. Subject to Condition 4.4, if If Seller fails to fulfil the make timely delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding of all or any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price portion of the relevant Goods. 4.4 Seller shall not be liable for goods covered by any delay in delivery of the Goods Purchase Order, or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell if any of the Goods at the best price reasonably obtainable goods delivered to KUKA ASSEMBLY AND TEST are defective or not in the circumstances and charge Buyer for conformity with any shortfall below the Price Purchase Order, then KUKA ASSEMBLY AND TEST may retain all or any portion of the Goods under the Contract. 4.6 If goods delivered and return, at Seller's delivery note 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 right to damages and the right to cancel any Purchase Order. A breach of either these Terms and Conditions or package labelling states that the Packages any Purchase Order by Seller will also constitute a breach by Seller of any other Purchase Order between Seller and KUKA ASSEMBLY AND TEST entitling KUKA ASSEMBLY AND TEST, in which the Goods are delivered are returnable addition to Sellerany other remedies it may have, at law or in equity, to cancel 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 palletsPurchase Orders.

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

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

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

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

Delivery. 4.1 Unless otherwise agreed otherwise in writing by the partieswriting, all Goods 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 FCA (“Free carrier” to the Buyer in accordance with the agreed trade term as defined in INCOTERMS 2020®) at the place ICC's Incoterms (2020 edition). The Buyer will make payment in accordance with clause 4 of these Standard Terms and Conditions. Times specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance Products are given and intended as estimates only unless otherwise agreed in writing. The applicable delivery times are those indicated in the acknowledgement of Services are approximate only, and time of delivery is not receipt of the essence. 4.3 In orders. The delivery times run from the event date of delay in deliverythe acknowledgement of receipt of the order. Where a firm time for delivery has been expressly agreed upon, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the OrderContract by serving written notice to the Seller only if the delivery has been delayed by more than thirty (30) days. Seller’s liability If a new time for such non-delivery will be limited to has been agreed upon with Buyer after Seller has given an early warning of probable delayed delivery, the thirty (a30) refunding any sums which Buyer has paid day period shall run from the new time for delivery agreed upon. In no event shall the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay indirect, special, consequential or financial damages arising out of or in connection with the late delivery of the Goods Products. The Buyer shall inspect or Services where Buyer failed 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 provide written notice in accordance with Condition 4.3 or for any delay that is caused by: the order within fifteen (i15) 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 days of delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on Products. Once this time deliveryperiod has elapsed, the Goods will Buyer shall be deemed to have been delivered 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 Seller will be borne by the due date and Buyer. In case any returned Product is being found on investigation by the Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any be conform to the specifications of the Goods at order, the best price reasonably obtainable Seller is entitled to charge the Buyer all costs incurred by the Seller in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contractconnection with Xxxxx’s claim. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless The Supplier shall deliver the Goods in accordance with any delivery timescales, delivery dates and delivery instructions (to include, without limitation, as to delivery location and delivery times) set out in the Specification and Tender Response Document, the Order Form or as otherwise agreed otherwise with the Authority in writing. Delivery shall be completed when the Goods have been unloaded at the location specified by the Authority and such delivery has been received by a duly authorised agent, employee or location representative of the Authority. The Authority shall procure that such duly authorised agent, employee or location representative of the Authority is at the delivery location at the agreed delivery date and times in order to accept such delivery. Any arrangement by which the Goods are collected by the Authority in return for a discount on the Contract Price shall be agreed by the Parties in writing by (where due to an emergency such arrangements cannot be committed to writing prior to collection, the partiesParties shall confirm such arrangements in writing as soon as possible following collection). Where the Authority collects the Goods, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at collection is deemed delivery for the place purposes of the Contract. The Supplier shall ensure that a delivery note shall accompany each delivery of the Goods. Such delivery note shall contain the information specified in the Order Confirmation. 4.2 Any Specification and Tender Response Document or as otherwise agreed with the Authority in writing. Where such information requirements as to the content of delivery notes are not specified or separately agreed, such delivery notes shall, as a minimum, contain the Authority’s order number, the name and address of the Authority, a description and quantity of the Goods, and shall show separately any extra agreed charges for containers and/or any other item not included in the Contract Price or, where no charge is made, whether the containers are required to be returned. Part deliveries and/or deliveries outside of the agreed delivery times/dates quoted for may be refused unless the Authority has previously agreed in writing to accept such deliveries. Where delivery of the Goods or performance is refused by the Authority in accordance with this Clause 2.4 of Services are approximate onlythis Schedule 2 of these Call-off Terms and Conditions, the Supplier shall be responsible for all risks, costs and time of expenses associated with the re-delivery is not of the essence. 4.3 In Goods in accordance with the event of delay in deliveryagreed delivery times/dates. Where the Authority accepts delivery more than five (5) days before the agreed delivery date, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer Authority shall be entitled to cancel charge the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid Supplier for the undelivered costs of insurance and storage of the Goods and (b) until the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality agreed date for delivery. Unless otherwise set out in the cheapest market availableSpecification and Tender Response Document or agreed with the Authority in writing, less the Price of Supplier shall be responsible for carriage, insurance, transport, all relevant licences, all related costs, and all other costs associated with the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date location and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any unloading of the Goods at that location. Without limitation to the best price reasonably obtainable foregoing provision of this Clause 2.5 of this Schedule 2 of these Call-off Terms and Conditions, unless otherwise stated in the circumstances Specification and charge Buyer Tender Response Document or agreed with the Authority in writing, the Supplier shall be responsible for obtaining all export and import licences for the Goods and shall be responsible for any shortfall below delays to the Price delivery time due to such licences not being available when required. In the case of any Goods supplied from outside the United Kingdom, the Supplier shall ensure that accurate information is provided to the Authority as to the country of origin of the Goods under and shall be liable to the Contract. 4.6 If Seller's delivery note Authority for any extra duties or package labelling states that the Packages in taxes for which the Authority may be accountable should the country of origin prove to be different from that set out in the Specification and Tender Response Document. All third party carriers engaged to deliver the Goods are delivered are returnable to Seller, such Packages shall at no time be an agent of the Authority and accordingly the Supplier shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value liable to the Authority for the acts and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsomissions of all third party carriers engaged to deliver the Goods to the Authority.

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

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

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

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

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

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

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

Delivery. 4.1 Unless The Seller will endeavour to dispatch Goods on an agreed otherwise in writing by the partiesdelivery date. However, all Goods delivery times quoted are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at estimates only. Time of delivery shall not be of the place specified in essence of the Order Confirmationcontract. 4.2 Any dates quoted for If the Seller fails to deliver within a reasonable time, the Buyer may (by informing the 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 performance of Services are approximate onlyconsequential loss, and time of delivery is not or increase in the price of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods). 4.4 Unless otherwise agreed in writing the Seller shall not be liable for any delay in delivery of may deliver the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that instalments over a maximum 12-month period. Each instalment is caused by: (i) treated as a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”)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 quantity actually delivered. 4.6 If short delivery occurs the Buyer refuses or 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 they the Goods are ready for delivery or to provide any Delivery Information to enable on time deliverydispatch, the Seller shall be entitled to store and insure the Goods will be deemed and to have been delivered by charge the due date 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 may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice is accordingly liable to the Buyer, Seller may also sell any the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer of similar Goods at the best price reasonably obtainable (in the circumstances and charge Buyer for any shortfall below cheapest available market) to replace those not delivered over the Price price of the Goods under the ContractGoods. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

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

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

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

Delivery. 4.1 Unless 6.1 Delivery takes place on agreed otherwise in writing INCOTERMS (ICC INCOTERMS 2000). If no INCOTERMS terms apply, delivery shall be understood to occur at the moment unloading has finished taking place at the location designated by Buyer. 6.2 Time of delivery of the Goods and of performance of the Services is of the essence and shall start to run from the date of acceptance by the partiesSeller of the Purchase Order or the date on which the Seller is placed in possession of such information and drawings as may be necessary to enable him to start work on the Goods or the Services, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at whichever may be the place specified in the Order Confirmationlater. 4.2 Any dates quoted for 6.3 Delivery of Goods in instalments shall be permitted only with the consent of the Buyer and such permission, if given, shall not entitle the Seller to claim payment prior to completion of the present Agreement unless the Buyer has agreed in writing. 6.4 If the Buyer is not able to accept delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery installation of the Goods when due, the Seller shall be responsible for arranging suitable storage at suitable premises of the Goods, advising the Buyer beforehand of the particulars of such proposed storage and the Seller shall also ensure that the Goods and the premises in which they are ready for stored are properly insured against all the usual risks and notify the Buyer of such insurance cover. 6.5 If delivery or to provide any Delivery Information to enable on time deliveryis made before the delivery date specified in the Purchase Order, the Buyer may return the Goods will to the Seller at the Seller's risk and expense. 6.6 Each delivery must be deemed to have been delivered accompanied by details of the due date exact quantity and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any description of the Goods at and/or the best price reasonably obtainable in Services performed. Shipping documents and a separate invoice stating the circumstances and charge Buyer relevant Purchase Order number for any shortfall below each shipment must be sent by first class mail to the Price Buyer's plant or office which issued the Purchase Order on the day on which the shipment is made, marked for the attention of the Accounts Office. When Goods under are invoiced by the ContractSeller but shipped by a third party, the invoice shall bear the name of the shipper and the point from which the delivery originated. If shipment is not delivered to the Buyer's premises, the original bill of lading must be furnished with the invoice(s). The Buyer's count shall be accepted as final on all shipments. 4.6 If Seller's delivery note 6.7 Delivery is completed only if the agreed Goods or package labelling states that the Packages in which the Goods Services are delivered are returnable to Seller, such Packages shall be returned in their entirety in accordance with the present Agreement at the location designated by Buyer. 6.8 The Seller shall provide Buyer a current material safety data sheet (“MSDS”) for each Good supplied to Buyer under the present Agreement on an annual basis or sooner in the event such instructions. document has been modified. 6.9 If such Packages are the Seller is in the position of being able to supply some but not so returned they will all of its customers, the Buyer shall be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by given priority over all other of the Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets's customers.

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

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

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

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

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

Delivery. 4.1 Unless agreed otherwise in writing 9.1 The Customer hereby confirms that the goods or services on the Tax Invoice issued duly represent the goods or services ordered by the partiesCustomer at the prices agreed to by the Customer and, where delivery / performance has already taken place, that the goods or services were inspected and that the Customer is satisfied that these conform in all respects to the quality and quantity ordered and are free from any defects. 9.2 Notwithstanding the provisions of sub-clause 1 above, all Goods are delivered FCA (“Free carrier” as defined orders or variations to orders, whether oral or in INCOTERMS 2020®) at writing, shall be binding and subject to these standard conditions of sale and may not be cancelled. 9.3 SOLID PUMPS shall be entitled in its sole discretion to split the place specified delivery / performance of the goods or services ordered in the Order Confirmationquantities and on the dates it decides in its sole discretion. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer 9.4 SOLID PUMPS shall be entitled to cancel the Order. Seller’s liability invoice separately each delivery / performance actually made. 9.5 The Customer shall be responsible for such non-delivery will be limited to (a) refunding any sums which Buyer has paid procuring and arranging for the undelivered Goods transportation of goods from SOLID PUMPS’s premises to any destination required by the Customer unless otherwise agreed by SOLID PUMPS in writing. Delivery shall be completed when the goods are handed to the Customer or its agent at SOLID PUMPS’s premises and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods before loading commences. After completion of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller delivery SOLID PUMPS shall not be liable responsible for any delay in delivery the arrival of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 goods at their destination or for any delay that is caused by: (i) a Force Majeure Event loss or (ii) Buyer’s failure damages to provide Seller with adequate instructionsthe goods from any cause whatsoever, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”)while in transit. 4.5 9.6 Should SOLID PUMPS, at the Customer’s request, agree to engage a carrier to transport the goods for the Customer then: 9.6.1 SOLID PUMPS is authorised to engage a carrier on such terms and conditions as it deems fit. 9.6.2 The Customer hereby indemnify SOLID PUMPS against all demands and claims which may be made against it by the carrier so engaged and all liability which SOLID PUMPS may incur to the carrier arising out of the transportation of the goods. 9.6.3 Notwithstanding any other provision in this Agreement to the contrary the obligation to deliver the goods shall in all cases be subject to the following conditions precedent:- 9.6.3.1 the availability of the goods ordered; 9.6.3.2 timeous receipt by SOLID PUMPS of any drawings, designs and specifications that may be required by SOLID PUMPS from the Customer provided that such drawings, design and specifications shall be deemed to have been given to SOLID PUMPS for the purposes of description only and shall not form part of this Agreement. 9.7 Time shall not be of the essence of the Agreement delivery dates and must be treated as approximate only based on the latest information available to SOLID PUMPS. Under no circumstances shall the Customer be entitled to withdraw from or terminate this Agreement on account of any nature against SOLID PUMPS arising from late delivery. 9.8 If Buyer refuses or the Customer fails to take delivery of the Goods when they goods on due date then:- 9.8.1 the risk shall pass immediately from SOLID PUMPS to the Customer; 9.8.2 the Customer shall refund to SOLID PUMPS on demand the reasonable costs (including storage and insurance) of keeping the goods during the period of that delay. 9.9 If delivery is made in instalments then the provisions of this clause shall apply to each installment. 9.10 Any delivery note or waybill (copy or original) signed by the Customer or a third party engaged to transport the goods and held by SOLID PUMPS shall be conclusive proof that delivery was made to the Customer. 9.11 The Customer agrees that a signature on SOLID PUMPS’s official Delivery Note/Invoice shall constitute prima facie proof of delivery of goods, or services purchased, unless the contrary is proved by the Customer. 9.12 Should the Customer or his representative fail to effect delivery of the goods within 14 (fourteen) days after being informed by SOLID PUMPS that the goods are ready for delivery or to provide any Delivery Information to enable on time deliverydispatch, the Goods Customer will be deemed invoiced as if the goods had been dispatched. The risk of loss or damage shall pass to the Customer upon expiry of the aforesaid 14 (fourteen) days. 9.13 Should the Customer fail to take delivery of the goods tendered by SOLID PUMPS within the abovementioned 14 (fourteen) days, SOLID PUMPS shall be entitled to store or have such goods stored on behalf of the Customer. All costs and damages relating to the failure of the Customer shall be for the account of the Customer, and SOLID PUMPS shall be indemnified against any and all loss or damage, which may have been delivered suffered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claimsCustomer, 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 Contractresulting from such storage. 4.6 9.14 If Seller's delivery note the Customer provides a date of shipment and said date is postponed due to lack of transport or package labelling states that shipping, the Packages in which the Goods are delivered are returnable to Seller, such Packages Customer shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value liable for the demurrage 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 palletsstorage charges.

Delivery. 4.1 Unless agreed otherwise 3.1 All deliveries of the Products purchased pursuant to this Agreement will be made FOB Sycamore's facility. All Products will be packaged for shipment in writing accordance with standard industry practices. All transportation, shipping, and insurance costs up to the delivery point at Xxxxxxxx' premises shall be arranged by Sycamore in accordance with Xxxxxxxx' instructions and shall be charged to Xxxxxxxx' account. If Xxxxxxxx does not notify Sycamore of a preferred freight forwarder, Sycamore shall select a freight forwarder to be used for shipment of the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) Products to Xxxxxxxx. Risk of loss shall pass to Xxxxxxxx at the place specified point of delivery at Xxxxxxxx' premises. In addition, replacement product for Product damaged in the Order Confirmationtransit shall be provided by Sycamore on a non-discriminatory first priority basis. 4.2 Any dates quoted for delivery of 3.2 Title (excluding title to software Products) shall pass to Xxxxxxxx at the Goods or performance of Services are approximate only, and time point of delivery is not of to the essencecommon carrier at Sycamore's facility. 4.3 In 3.3 Sycamore shall use reasonable efforts to ship the event of delay Products on the shipment date requested in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 daysXxxxxxxx' purchase order. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller Sycamore shall not be liable for any loss, expense or damage incurred by Xxxxxxxx if Sycamore fails to meet the specified delivery date. Sycamore reserves the right to allocate shipment of Products among its purchasers and to make partial shipments. Notwithstanding the foregoing, partial shipments shall only be made with previous written Confidential Material omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. approval by Xxxxxxxx. If shipment is delayed more than [**] days from the mutually agreed upon shipment date due to Sycamore's delay in delivery of the Goods or Services where Buyer failed to provide only, Xxxxxxxx may cancel an order upon prior written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructionsSycamore. For the purposes of computing Xxxxxxxx discount level only, informationshipments cancelled pursuant to the previous sentence of this sub-paragraph 3.3, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will shall be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any shipped. 3.4 All shipments with destinations outside of the Goods at the best price reasonably obtainable US shall be subject to Sycamore's determination that such shipments are in compliance with all applicable export and import regulations. For shipment other than 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 SellerUS, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they Xxxxxxxx will be chargeable at replacement value solely responsible for (i) obtaining any license that may be required to import the Products into its country (ii) clearing the Products through local customs upon their arrival to Xxxxxxxx country and (iii) paying all customs duties, taxes and other charges assessed on such importation's in such country. In no credit will event shall Sycamore delay in shipping or refusal to ship due to export or import issues be due on Packages for which deemed a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsdefault hereunder.

Delivery. 4.1 Unless agreed otherwise in writing 8.1 Collection Location Delivery of the Goods shall be made by the parties, all Client collecting the Goods at the Contractor’s premises at any time after the Contractor has notified the Client that the Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at ready for collection or, if some other place for delivery is agreed by the place specified Contractor, by the Contractor delivering the Goods to that place. 8.2 Delivery location Contractor shall deliver the Goods to the location set out in the Order Confirmationor such other location as the parties may agree (Delivery Location) at any time after the Contractor notifies the Client that Goods are ready. Delivery of the goods shall be completed on the Good's arrival to Delivery Location. 4.2 Any dates quoted for delivery of 8.3 If the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller Contractor fails to fulfil deliver the delivery within 14 daysGoods, Buyer its liability shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer the Client in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price price of the Goods. The Contractor shall have no liability for any failure to deliver the Goods to the extent the extent that such a failure is caused by a Force Majeure Event the Client's failure to provide the Contractor with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods. 4.4 Seller 8.4 Delivery dates Any dates quoted for delivery of the goods are proximate only and the Contractor shall not be liable for any delay in delivery of the Goods however caused. 8.5 If the Client fails to accept or Services take delivery of the Goods within three business days of Contractor notifying the Client that the Goods are ready, then except where Buyer failed to provide written notice in accordance with Condition 4.3 such a failure or for any delay that is caused by: (i) by a Force Majeure Event or (ii) Buyer’s Contractors failure to provide Seller comply with adequate instructions, information, licences or authorisations to enable obligations under the Goods or Services to be supplied on time (“Delivery Information”).Contract in respect of the Goods: 4.5 If Buyer refuses or fails to take a) delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will shall be deemed to have been delivered by completed at 9:00 am on the due date third Business Day following the day on which the Contractor notified the Client that the Goods b) The Contractor shall store the Goods until delivery takes place and Seller may charge Buyer the Client for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). 8.6 In the event that the Client choose to collect the Goods from the Contractor's premises or such other location as may be advised by the Contractor (Collection Location) the Client shall collect Goods within three Business Days of the Contractor notifying the Client that Goods are ready. Following written notice to Buyer, Seller may also sell any Delivery of the Goods at and Collection Location. 8.7 If the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price Client fails to collect or take delivery of the Goods under or fails to give the ContractContractor adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Client’s reasonable control or by reason of the Contractor’s fault) then, without limiting any other right or remedy available to the Contractor, the Contractor may at their sole discretion; a) store the Goods until actual delivery or collection and charge the Client 1% of the invoice price per day for the costs of such storage; or b) upon the expiry of three months from the intended date of delivery or the date when the Contractor notified the Client that the Goods were ready for collection (whichever is the later) sell, dispose of or otherwise destroy the Goods without liability to the Contractor. 4.6 If Seller's 8.8 Unloading Where applicable, upon delivery note or package labelling states and unless otherwise agreed in Writing, the Client shall be solely responsible for ensuring that the Packages in which they have sufficient labour and equipment to safely and efficiently unload the Goods and such pallets and containers from the Contractor’s vehicles. 8.9 Delivery in instalments Where the goods are to be delivered are returnable in instalments, each delivery shall constitute a separate contract and failure by the Contractor to Seller, such Packages shall be returned deliver any one or more of the instalments in accordance with the Terms or any claim by the Client in respect of any one or more instalments shall 8.10 The Contractor shall ensure that: a) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Client and Contractor reference numbers, the type and quantity of the Goods (including the code number of the Goods, were applicable), special storage instructions (if any) and if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and b) if the Contractor requires the Client to return any packaging material to the Contractor, that fact is clearly stated to the delivery note. The Client shall make any such instructionspackaging materials available for collection at such times as the Contractor shall reasonably request. If such Packages are not so returned they will Returns of packaging materials shall be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsthe Contractor's expense.

Delivery. 4.1 (a) Unless agreed otherwise in writing by specified on the partiesface hereof, all Goods are delivered FCA (“Free carrier” sold EXW Seller’s plant and acceptance by a common carrier shall constitute a delivery to Buyer, upon which title and risk of loss shall pass, subject to Seller's rights as defined an unpaid vendor including stoppage in INCOTERMS 2020®) transit. For security purposes, Seller shall have the option to retain title to the Goods until Seller receives full payment therefor. Goods invoiced and held at the place specified in the Order ConfirmationXxxxx's request at any place, for whatever reason, shall be at Buyer's sole risk and account. 4.2 Any dates quoted (b) Delivery of any installment of Goods within 30 days after the date specified therefor shall constitute a timely delivery. (c) In case Seller is responsible for delivery arranging transportation hereunder, the timing of the shipment shall be subject to shipping space being available. In other cases, Buyer shall provide necessary shipping space on berth terms and give shipping instructions in a timely manner. Otherwise, Seller may make such shipping arrangements including prepayment of freight for Buyer's risk and account, without prejudice to Seller's other rights. (d) Transshipments and partial shipments shall be allowed, at Seller's option. In case of partial shipments, each lot shall be regarded as a separate and independent contract. The date of the Bill of Lading (or the receipt by a common carrier) and the description of the Goods in a Quality Certificate or performance of Services are approximate only, and time of delivery is not similar document shall be accepted as conclusive of the essence. 4.3 In date of shipment and of the event of delay in deliveryquantity, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description weight and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay (e) All costs, expenses and damage in delivery connection with discharge of the Goods or Services where Goods, including demurrage, shall be borne by Buyer. (f) Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide shall furnish Seller with adequate instructionsnecessary instructions for packing, informationmarking and/or other arrangements, licences if any, in time for preparation 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 shipment of the Goods when they are ready for delivery or Goods. If Seller has not timely received any particulars relating 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 manner 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 Sellershipment, such Packages particulars shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable arranged by Seller 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 palletsits sole discretion.

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

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

Delivery. 4.1 Unless The Seller will endeavour to dispatch Goods on an agreed otherwise in writing by the partiesdelivery date. However, all Goods delivery times quoted are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at estimates only. Time of delivery shall not be of the place specified in essence of the Order Confirmationcontract. 4.2 Any dates quoted for If the Seller fails to deliver within a reasonable time, the Buyer may (by informing the 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 performance of Services are approximate onlyconsequential loss, and time of delivery is not or increase in the price of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods). 4.4 Unless otherwise agreed in writing the Seller shall not be liable for any delay in delivery of may deliver the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that instalments over a maximum 12- month period. Each instalment is caused by: (i) treated as a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”)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 quantity actually delivered. 4.6 If short delivery occurs the Buyer refuses or 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 they the Goods are ready for delivery or to provide any Delivery Information to enable on time deliverydispatch, the Seller shall be entitled to store and insure the Goods will be deemed and to have been delivered by charge the due date 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 may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice is accordingly liable to the Buyer, Seller may also sell any the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer of similar Goods at the best price reasonably obtainable (in the circumstances and charge Buyer for any shortfall below cheapest available market) to replace those not delivered over the Price price of the Goods under the ContractGoods. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise 3.1 The Supplier shall deliver the Goods FOB Port of Hong Kong or such other location as may be notified by the Supplier to the Customer in writing by (Delivery Location) and the partiesCustomer shall be responsible for arranging onwards transportation of the Goods from the Delivery Location to their destination, all along with insurance of the Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) and payment of any applicable customs or duties fees for importation of the Goods at their destination. Delivery of the Goods shall be completed on the Goods' arrival at the place specified in the Order Confirmation. 4.2 Delivery Location. Any dates quoted for delivery of the Goods or performance of Services are approximate only, and the time of delivery is not of the essence. 4.3 In 3.2 The Supplier shall ensure that delivery of the event Goods to the Delivery Location is accompanied by a delivery note which shows the date of delay in deliverythe Order, Buyer shall give written notice to Seller requiring all relevant Customer and Supplier reference numbers, the delivery type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be made within 14 days. Subject to Condition 4.4, if Seller delivered. 3.3 If the Supplier fails to fulfil deliver the delivery within 14 daysGoods to the Delivery Location, Buyer its liability shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price price of the relevant Goods. 4.4 Seller 3.4 The Supplier shall not be liable have no liability for (1) any delay in delivery of the Goods or Services where Buyer failed (2) failure to provide written notice in accordance with Condition 4.3 deliver the Goods to the extent that such delay or for any delay that failure is caused by: (i) by a Force Majeure Event or (ii) Buyer’s the Customer's failure to provide Seller the Supplier with adequate instructions, information, licences delivery instructions or authorisations any other instructions that are relevant to enable the supply of the Goods. 3.5 The Supplier may deliver the Goods to the Delivery Location in instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or Services defect in an instalment shall not entitle the Customer to be supplied on time cancel any other instalment. 4.1 The Supplier warrants that for a period of 12 months from the date of delivery to the Delivery Location (“Delivery InformationWarranty Period”). 4.5 If Buyer refuses ) the Goods shall be free from material defects in design, material and workmanship (“Warranty”) but fair wear and tear, wilful damage, negligence, abnormal storage or fails working conditions or a failure by the Customer to take delivery follow the Supplier's instructions as to the installation, use and maintenance of the Goods when they are ready for delivery excepted. 4.2 Where the Supplier is liable under the Warranty, it shall at its option repair or to provide any Delivery Information to enable on time delivery, replace the defective goods provided the Customer returns the Goods will to the Supplier at its own cost during the Warranty Period. 4.3 The Supplier shall only be deemed to have been delivered by liable under the due date Warranty and Seller may charge Buyer for all related costs and expenses other liability (including for demurrage claimsdamage to, wasted transportor theft of, storage and insurance)your equipment secured by the Goods) is excluded to the fullest extent permitted by law. 4.4 The terms implied by sections 13 to 15 of the Sale of Goods Xxx 0000 are excluded to the fullest extent permitted by law. Following written notice to Buyer, Seller may also sell any Before using the Goods the Customer must determine the suitability 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 Contractits intended purpose. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

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

Delivery. 4.1 Unless otherwise agreed otherwise in writing by the partiesEaton, all Goods are delivered FCA delivery shall be made: for road freight and parcel deliveries, CPT (“Free carrier” as defined in INCOTERMS 2020®Incoterms 2010) at the place specified Buyer’s warehouse; or for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing. As notified to the Order Confirmation. 4.2 Any Buyer any dates quoted for delivery of the Goods or performance of Services Supplies are approximate only, only and time of delivery is may not be made of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 daysessence by notice. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller Eaton shall not be liable for any delay in delivery of the Goods Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or Services where allow the Buyer failed credit in respect thereof. Xxxxx'x liability shall be limited to provide written notice making up the delivery or allowing credit as above. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with Condition 4.3 or these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. If Eaton fails to deliver the Supplies for any delay that reason (other than the Buyer's fault) and Eaton is caused by: accordingly liable to the Buyer, Xxxxx'x liability shall be limited to the excess (iif any) a Force Majeure Event or of the cost to the Buyer (iiin the cheapest available market) Buyer’s failure of similar goods to provide Seller with adequate instructions, information, licences or authorisations to enable replace those not delivered over the Goods or Services to be supplied on time (“Delivery Information”). 4.5 price of the Supplies. If the Buyer refuses or fails to take delivery of the Goods when they are ready Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of Xxxxx'x fault) then, without prejudice to provide any Delivery Information other right or remedy available to enable Eaton, Eaton may: require payment on time deliveryany reasonable basis, including but not limited to the Goods will be deemed to have been delivered by selling price, and any additional expenses, or costs resulting from such a delay; store the due date Supplies until actual delivery at the sole cost and Seller may risk of the Buyer and charge the Buyer for all related the reasonable costs and expenses (including for demurrage claims, wasted transport, storage handling and insurance). Following written notice to Buyer, Seller may also ) of storage; or sell any of the Goods Supplies at the best price reasonably readily obtainable in and (after deducting all reasonable storage and selling expenses) account to the circumstances and Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the Price price under these Terms; and payment of any amounts contemplated in clauses 0, 0 or 0 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. If Eaton holds any of the Goods under Supplies contemplated in clause 0 on the Contract. 4.6 If Seller's delivery note or package labelling states that Buyer’s behalf in excess of three (3) months from the Packages in which the Goods are delivered are returnable to Sellertime stated for delivery, such Packages Eaton shall be returned entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. The Buyer shall not refuse to receive Supplies due to minor defects. Buyer shall provide any information and documents required for export, transport and import purposes. Title to all Supplies shall be retained by Eaton until all amounts due to Eaton in respect of such Supplies, including any charges or interest, are paid in full. Until ownership of the Supplies has passed to the Buyer, the Buyer must take all reasonable measures to keep the Supplies in a satisfactory condition to the reasonable satisfaction of Eaton. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Supplies which remain Xxxxx'x property, but if the Buyer does so all monies owing by the Buyer to Eaton shall, without prejudice to any of Xxxxx'x other rights or remedies, become due and payable immediately. To the extent that any provision of furnishing security to Eaton is invalid according to the laws where the Supplies that are retained by Eaton are located, any other security which is recognised by the local law and which gives Eaton an equivalent safeguard, shall be deemed to have been agreed upon between the Buyer and Eaton. The Buyer shall be bound to perform all acts and take all steps necessary for the creation and upholding of security rights for the benefit of Eaton. Risk of any loss or damage to the Supplies shall pass from Eaton to the Buyer upon the delivery of the Supplies in accordance with the applicable Incoterm (Incoterms 2010) set out or referred to in the Acceptance. Authorisation and shipping instructions for the return of any Supplies must be obtained from Eaton in writing before any Supplies may be returned to Eaton by the Buyer. Each Party shall remain the owner of its Background IP and nothing contained in these Terms shall imply any transfer of title of Background IP. Eaton shall be the sole owner of all Foreground IP and shall have full title to such instructionsrights. If such Packages are The Buyer shall not so returned they will do or authorise any third person to do any act which would or might damage or be chargeable at replacement value and no credit will be due on Packages inconsistent with the trademarks (which term for which a charge have been made by Seller. "Packages" purposes of these Terms shall include bulk tankersbut not be limited to trademarks, minibulkstrade names, flexisservice marks, crateslogo marks, boxes trade dress other trade names, whether registered or unregistered) used by Eaton in relation to the Supplies or to the goodwill associated therewith and, in particular, will not do or authorise the alteration, obliteration, covering up or incorporation of other marks (in whole or in part) on to the Supplies. The Buyer shall not use or authorise any third person to use the trademarks used by Eaton in relation to the Supplies on any stationery, advertising, promotion or selling material other than the Supplies or other containers such materials supplied by Eaton to the Buyer. All advertising, promotion and pallets.selling materials supplied by Eaton to the Buyer shall remain the property of Eaton and the Buyer shall not permit any other person to make use thereof. The use in any form of the name "EATON" or Xxxxx'x logo in the official name, company name, trading or business name, domain name or other similar name of the Buyer requires the prior written approval of Eaton. The Buyer agrees to inform Eaton promptly about any infringement of any of Xxxxx’x trademarks or other Intellectual Property Rights or of any act of unfair competition of which the Buyer has knowledge. Eaton and the Buyer shall then jointly decide on appropriate

Delivery. 4.1 5.1 Unless agreed otherwise in writing by indicated, the parties, Customer will be responsible for payment of all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmationtransport and delivery charges for all purchases from SPS. 4.2 5.2 Delivery costs are based on order weight, delivery location and freight method selected. Costs can be calculated on the Site. 5.3 A single order comprising of delivery to multiple addresses constitutes multiple Orders with freight for each Order applicable. ▪ Part shipments, where goods have been listed on a prior Tax Invoice or where a prior arrangement with SPS has been made will be supplied freight free. 5.4 SPS will use its discretion in selecting a reputable carrier and appropriate means of shipment. Any dates quoted by SPS for delivery of the Goods or performance of Goods/Services are approximate only, an estimate only and time of delivery is shall not form part of the essenceSale Terms. 4.3 5.5 Where Goods/Services are to be delivered by instalments, each instalment shall be deemed to be the subject of a separate agreement and no default or failure by SPS in respect of any one or more instalments shall vitiate the contract in respect of the Goods/Services previously delivered or undelivered Goods/Services. In the event of delay in delivery, Buyer shall that SPS give written notice to Seller requiring you that it is unable to deliver any instalment of the delivery to be made within 14 days. Subject to Condition 4.4Goods/ Services, if Seller fails to fulfil the delivery within 14 days, Buyer you shall be entitled deemed to cancel have accepted those instalments already delivered. SPS shall reimburse the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums price of the undelivered Goods/Services which Buyer has have been paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goodsyou. 4.4 Seller shall not be liable for any delay in delivery of 5.6 Where the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or Customer fails to take delivery of the Goods Goods/Services or any part of them when they are ready made available, or fail to provide accurate instructions, documents, licenses, consents or authorisation’s required to enable the Goods/Services to be delivered, SPS shall be entitled, without notice to the Customer, to store or arrange for storage of the Goods/Services, and then risk in the Goods/Services shall pass to the Customer. Delivery shall be deemed to have taken place, and the Customer shall pay to SPS all costs and expenses (including storage and insurance charges). 5.7 SPS shall endeavour to arrange to deliver the Goods/Services to the delivery point as designated by the Customer on the Order. SPS is not responsible for lost, damaged or incorrectly delivered Orders where the Customer has listed incorrect address or delivery details on the Order. 5.8 Title and risk of loss or damage to the Goods/Services shall pass to the Customer on the physical delivery of the Order to the address identified in the Order. Notwithstanding the foregoing, title to the Goods which are Trademarked shall remain with the applicable licensor(s). 5.9 Claims against SPS for compensation are not recognised unless the Order is sent using a tracking number, is registered or insured by SPS. ▪ Tracking numbers do not include customs documentation, airway bill numbers, container numbers or Australia Post barcodes. 5.10 Any claim for delivery or damage must be made in writing to provide any Delivery Information to enable on time SPS by the Customer within seven (7) days of delivery, unless a signature is required upon delivery in which case the Goods will notification must be made within one (1) day, and such notification is confirmed in writing within seven (7) days of its receipt by SPS. Where no such notice has been provided by the Customer the Goods/Services shall be deemed to have been delivered by the due date accepted as being in good condition 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 the Sale Terms. 5.11 Where the Customer suspected an Order lost, misplaced, stolen or not delivered, it is the Customers responsibility to confirm the non-delivery of the Order to SPS by way of written notice within fourteen (14) days of notice of dispatch from SPS. ▪ Where an Order is insured on dispatch, SPS shall act on the Customers behalf to recover the order and any associated costs to replace the original Order within a reasonable time frame. SPS at it’s decision may ship a replacement Order prior to the original Order being located. ▪ Where no form of tracking, registration or insurance was requested by the Customer on submitting the Order, the Customer acknowledges that whilst SPS will assist where possible, it is the Customers responsibility to prove to SPS in writing a missing or delayed delivery. 5.12 All INCOTERMS for international shipments are EXW (Ex Works) from our nominated warehouse, factory or collection location. 5.13 Any Order made by the Customer containing fragile, glass, liquids or perishable Goods, including but not limited to machines, inks and spare parts, must notify SPS within one (1) days of delivery and such instructions. If such Packages are not so returned they will notification is confirmed in writing within seven (7) days of its receipt by SPS, the Goods/Services shall be chargeable at replacement value and no credit will be due on Packages for which a charge deemed to have been made accepted by Sellerthe Customer as being in good condition and in accordance with the Sale Terms. "Packages" ▪ Where section 5.10 applies to an Order, the Customer shall include bulk tankersbe notified by means of written notice or sticker attached the Goods or SPS delivery documentation. ▪ The Customer agrees any attempt to remove such notice from the documentation will void all claims and warranties against SPS for all Goods/Services in the Order. 5.14 In no event shall SPS be liable to the Customer for any indirect, minibulksspecial, flexisincidental or consequential damages resulting from performance or failure to perform under an agreement pursuant to the Sale Terms, cratesor from the furnishing, boxes performance or other containers and palletsuse of any Goods or Services sold or provided pursuant to the Sale Terms, or due to late delivery or non-delivery of the Goods/Services, whether due to a breach of contract, breach of warranty, negligence, or otherwise.

Delivery. 4.1 Unless agreed otherwise in writing by the parties, all The Goods are shall be delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) FOB to Purchaser at the time and place specified on the Form. Supplier is responsible for maintaining and providing proof of delivery. Packing lists shall accompany each delivery, and shall contain the purchase order number, the number of parcels in the Order Confirmation. 4.2 Any dates quoted for delivery and a complete description of their contents. Collect shipments will be returned at Supplier's expense. If delivery of the Goods is provided by an entity other than Supplier, Supplier shall indemnify Purchaser for all claims against such entity for damage to the Goods, shortages, or performance of Services are approximate only, and time of delivery other such occurrences. The supplier is not of expected to schedule shipments so parts arrive to the essence. 4.3 In purchaser on the purchase order due date or up to 5-7 days prior to this date. The purchaser must be notified in the event the supplier becomes aware of delay changes in delivery, Buyer shall give written notice to Seller requiring the delivery quantities to be made within 14 days. Subject to Condition 4.4, shipped or if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery parts will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date. Time is of the essence of this Purchase Order. Should Supplier fail to comply with Purchaser's delivery schedule or otherwise fail to comply with its obligations hereunder, Purchaser may terminate the Purchase Order without liability. INSPECTION: Purchaser shall, for a reasonable time after delivery, have the right to inspect the Goods to determine whether the Goods conform· to the Specifications. The parties hereby agree that thirty (30) days from the date of delivery is deemed to be a reasonable time for Purchaser to inspect the Goods. If all, or any part of, the Goods are found to be non-conforming, Purchaser may reject such non-conforming goods, whereupon such rejected good shall promptly be removed by Supplier. Upon request, Supplier shall promptly replace such non- conforming goods with Goods which conform to the Specifications. All direct and Seller may charge Buyer for incidental expenses relating to non-conforming goods shall be borne by Supplier. PAYMENT: Unless different payment terms are expressly stated on the Form or as otherwise set forth herein, payment terms shall be thirty (30) days from Purchaser's receipt of Supplier's invoice. No invoice will be paid until 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 have been delivered and accepted by Purchaser. Alternatively, Purchaser may in its sole discretion reduce the best Purchase Price by the price reasonably obtainable in the circumstances and charge Buyer for of 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 rejected pursuant to Seller, such Packages Section 6 hereof. Purchaser shall be returned in accordance with such instructionsentitled at all times to set off any amount owing at any time from Supplier to Purchaser (or any of Purchaser's affiliates and subsidiaries) against any amount payable at any time by Purchaser (or any of its affiliates and subsidiaries) to Supplier. If such Packages are Purchaser shall have no responsibility for payment of over deliveries, Goods not so returned they will delivered due to shortages, theft, etc., or which otherwise do not conform to the Purchase Order. Purchaser's count shall be chargeable at replacement value accepted as final and no credit will be due on Packages conclusive for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsall deliveries.

Delivery. 4.1 Unless agreed otherwise The Supplier shall ensure that: (a) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant reference numbers of the Customer and the Supplier, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered (b) if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the expense of the Supplier. 4.2 The Supplier will not be under any liability to replace or repair goods lost or damaged in writing transit unless written notice shall have been given both to the Carrier and the Supplier, in the case of Loss within 14 DAYS of the Dispatch Date, or in the case of Damage within 3 DAYS of receipt of damaged goods. Goods so damaged must be retained for inspection by the parties, all carrier. No responsibility will be accepted for goods that have been inspected by the Customer and accepted as not having any faults or damage. 4.3 The Supplier shall deliver the Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at to the place specified location set out in the Order Confirmationor such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready. 4.2 4.4 Delivery of the Goods shall be completed on the arrival of the Goods at the Delivery Location. 4.5 Any dates quoted for delivery of the Goods or performance of Services are approximate only, only and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the failure of the Customer to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 4.3 In 4.6 The Supplier shall notify the event of delay in delivery, Buyer shall give written notice to Seller requiring Customer when the delivery to be made items are ready for dispatch (Dispatch Date). If the goods have not been received within 14 daysdays of the Dispatch Date then the Customer must notify the Supplier of their absence. Subject to Condition 4.4, The Supplier shall not accept any liability for the consequences arising from the loss if Seller the Customer fails to fulfil promptly notify the delivery within 14 dayssupplier of the missing Goods. 4.7 If the Supplier fails to deliver the Goods, Buyer its liability shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price price of the relevant Goods. 4.4 Seller . The Supplier shall not be liable have no liability for any delay in delivery of failure to deliver the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay the extent that such failure is caused by: (i) by a Force Majeure Event or (ii) Buyer’s the failure of the Customer to provide Seller the Supplier with adequate instructions, information, licences delivery instructions or authorisations any other instructions that are relevant to enable the Goods or Services to be supplied on time (“Delivery Information”)supply of the Goods. 4.5 4.8 If Buyer refuses or the Customer fails to take delivery of the Goods when they are ready for within 3 Business Days of the Dispatch Date, then, except where such failure or delay is caused by a Force Majeure Event or the failure of the Supplier to comply with its obligations under the Contract: (a) delivery or to provide any Delivery Information to enable on time delivery, of the Goods will shall be deemed to have been delivered by completed at 9:00 am on the due date third Business Day following the Dispatch Date; and (b) the Supplier shall store the Goods until delivery takes place, and Seller may charge Buyer the Customer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer. 4.9 If 10 Business Days after the Dispatch Date the Customer has not taken delivery of them, Seller the Supplier may also sell any resell or otherwise dispose of part or all of the Goods at and, after deducting reasonable storage and selling costs, account to the best Customer for any excess over the price reasonably obtainable in of the circumstances and Goods or charge Buyer the Customer for any shortfall below the Price price of the Goods under the ContractGoods. 4.6 If Seller's delivery note 4.10 The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 5% more or package labelling states less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the Packages in which wrong quantity of Goods was delivered, provided that any surplus Goods are returned within 28 days of receipt. 4.11 The Supplier may deliver the Goods are delivered are returnable to Sellerby instalments, such Packages which shall be returned invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in accordance with such instructions. If such Packages are delivery or defect in an instalment shall not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or entitle the Customer to cancel any other containers and palletsinstalment.

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

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

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

Delivery. 4.1 Unless agreed otherwise in writing 3.1 Delivery of the Goods by the partiesSeller to the Purchaser shall be affected in accordance with and subject to the delivery terms specified in the Confirmation of Order, all Goods which delivery terms are delivered FCA (“Free carrier” as defined described in INCOTERMS 2020®) the latest edition of „Incoterms“ issued by the International Headquarters of the International Chamber of Commerce in Paris, France. If the Incoterms conflict with any other term and/or condition of the Confir- mation of Order the term and/or condition of the Confirmation of Order shall prevail. 3.2 Delivery shall take place on the estimated date and time and at the place specified in the Confirmation of Order, if any, or otherwise within a reasonable time after the date of the Confirmation of Order Confirmationor at the date and time as otherwise agreed to between the Parties in writing. 4.2 Any 3.3 The Seller will use its best endeavours to meet the stipulated dates quoted and time for deli- very of the Goods. The Seller is not responsible for failure to perform or to deliver or delays in performance or delivery due to circumstances beyond the Seller’s control. The Seller will use reasonable endeavours to continue to perform in terms of this Agreement as soon as performance becomes possible. 3.4 Should the Seller foresee any delay in the delivery of the Goods or performance of Services are approximate onlyto the Purchaser, and time of delivery the Seller shall give the Purchaser written notice thereof as soon as is not of the essencereasonably possible. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of 3.5 If the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on before the estimated time deliveryfor delivery specified in the Confirmation of Order, the Seller shall give the Purchaser written notice re- xxxxxxx the earliest possible date of delivery in accordance with the terms of the Confirmation of Order. 3.6 Should the Seller in its own and unfettered discretion, as it is entitled to do, deci- de to utilise one or more suppliers to deliver the Goods directly to the Purcha- ser in accordance with the terms of the Confirmation of Order or otherwise, the Purchaser hereby agrees to hold the Goods for such supplier/s until such time as the supplier/s have transferred their right, title and interest in and to the Goods to the Seller, at which time the Purchaser hereby agrees to hold the goods for and on behalf of the Seller, who shall have become the owner thereof. Upon full payment of the Sale Price, the Seller shall transfer such ow- nership to the Purchaser. In respect of all other rights arising out of or in con- nection with these General Conditions of Sale any such right will be applying between the Purchaser and the supplier/s and be applicable accordingly. Any notice given by the supplier/s as regards the execution of the cession and trans- fer to the Seller shall be deemed to have been delivered a notice by the due date and Seller to the Purchaser. 3.7 Without prejudice to any other remedies that the Seller may charge Buyer for all related costs and expenses (including for demurrage claimshave at law or in terms of the Confirmation of Order, wasted transport, storage and insurance). Following written notice to Buyer, the Seller may also sell any of put the Goods into storage at the best price reasonably obtainable in Pur- chaser’s cost, if and for so long as the circumstances and charge Buyer for any shortfall below the Price of Purchaser is unable and/or unwilling, to re- ceive 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 the terms 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 palletsconditions of the Confirmation Of Order.

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

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

Delivery. 4.1 Unless agreed otherwise in writing by 18.1 The Goods shall be delivered to the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified Barclays Premises described in the Purchase Order Confirmation(or to such other destination as may be specified by Barclays) on the date or within the period stated on the Purchase Order and in either case during the normal business hours of Barclays. 4.2 Any dates quoted 18.2 The Supplier shall provide to Barclays in good time any instructions or other information required to enable Barclays to accept delivery of the Goods. 18.3 The Goods shall be properly packed and secured in such a manner as to reach their destination in a good condition having regard to the nature of the Goods and the other circumstances of the case. The Supplier shall off-load the Goods at its own risk as directed by Barclays. 18.4 Barclays shall have no obligation to pay for or return packing cases, skids, drums or other articles used for packing the Goods whether or not re-usable. 18.5 The time of delivery of the Goods or performance of Services are approximate only, and time of delivery is not shall be of the essenceessence of the Agreement. 4.3 In 18.6 All Goods should be accompanied by a detailed advice note stating the event Purchase Order number and giving full particulars of delay the Goods supplied. 18.7 If the Goods are to be delivered by installments the Agreement shall be treated as a single Agreement and not severable. 18.8 If the Goods are delivered to Barclays in deliveryexcess of the quantities set out in the Purchase Order, Buyer Barclays shall give written notice not be bound to Seller requiring pay for the excess and any excess shall be and remain at the Supplier's risk and shall be returnable at the Supplier's expense. 18.9 Upon delivery of the Goods to Barclays, Barclays shall (within 15 Business Days after the delivery of the relevant Goods) either reject or accept the Goods, such acceptance not to be made within 14 daysunreasonably withheld or delayed. Subject Barclays shall not be deemed to Condition 4.4have accepted the Goods until it has had 15 Business Days after delivery of the relevant Goods to inspect the relevant Goods. Barclays shall also have the right to reject goods as though they had not been accepted for 15 Business Days after any latent defect in the Goods has become apparent. 18.10 Without prejudice to any other right or remedy Barclays may have, if Seller any Goods are not supplied in accordance with, or if the Supplier fails to fulfil comply with, any of the delivery within 14 daysterms of this Agreement, Buyer Barclays shall be entitled to cancel avail itself of any one or more of the Order. Seller’s liability for such non-delivery will be limited to following remedies at its discretion: (a) refunding any sums which Buyer has paid to reject the Goods (in whole or in part) and return them to the Supplier at the risk and cost of the Supplier on the basis that a full refund for the undelivered Goods and so returned shall be paid promptly to Barclays by the Supplier; (b) to give the reasonable and proper costs and expenses incurred by Buyer Supplier the opportunity (at the Supplier's expense) either to remedy any defect in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for supply replacement Goods and carry out any delay other necessary work to ensure 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 terms of the Goods when they Agreement are ready for delivery or fulfilled; (c) to provide any Delivery Information to enable on time delivery, the Goods will be deemed to claim such damages as may have been delivered by as a result of or in connection with the due date and Seller may charge Buyer for all related costs and expenses Supplier's breach or breaches of the Agreement; or (including for demurrage claims, wasted transport, storage and insurance). Following d) to terminate this Agreement in whole or in part immediately upon giving written notice to Buyerthe Supplier, Seller may also sell any of the Goods at the best price reasonably obtainable and in the circumstances and charge Buyer for event of any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note such termination, a full or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages pro-rata refund 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 paid promptly Barclays by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsthe Supplier.

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

Delivery. 4.1 Unless 3.1 Delivery of the goods shall be given and taken at Mila’s premises unless Xxxx has specifically agreed otherwise in writing by to arrange transport for the parties, all Goods are delivered FCA (“Free carrier” as defined goods in INCOTERMS 2020®) which case delivery shall occur when the goods arrive at the designated place specified in the Order Confirmationof delivery. 4.2 Any dates quoted 3.2 Mila shall be entitled to deliver goods in instalments and each such delivery shall be treated as a separate contract. 3.3 Time for delivery is given as accurately as possible but is not guaranteed. The Buyer shall have no right to damages or to cancel the contract for failure for any cause to meet any delivery time stated nor shall the Buyer be entitled to make, or to purport to make, time for delivery of the Goods or performance of Services are approximate only, and time of delivery is not essence of the essencecontract. 4.3 In 3.4 The date for delivery shall in every case be dependent upon prompt receipt of all necessary information, final instructions or approvals from the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant GoodsBuyer. 4.4 Seller shall not be liable for any delay in delivery of 3.5 If the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of goods or to give Mila adequate delivery instructions (save where this is due to an act or omission by Xxxx) then, without prejudice to any other right or remedy available to Mila, Mila may:- 3.5.1 store the Goods when they are ready goods until delivery and charge the Buyer reasonable costs of such storage; or 3.5.2 treat the contract as repudiated by the Buyer either in whole or in part. 3.6 Mila will endeavour to comply with reasonable requests by the Buyer for postponement of delivery of the goods but shall be under no obligation to do so. Where delivery is postponed, otherwise than due to default by Xxxx then, without prejudice to all other rights and remedies available to Mila, the Buyer shall pay all costs and expenses, including a reasonable charge for storage and transportation so occasioned. 3.7 Mila will not be liable for unloading the goods at the place of delivery or to provide any Delivery Information to enable for placing them in position on time deliverysite except by prior agreement in writing, 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 if Mila or any of the Goods at the best price reasonably obtainable its agent does participate in the circumstances and charge unloading (whether with or without such prior agreement) the Buyer for any shortfall below the Price will indemnify Mila in respect of claims brought against Mila relating to its or its agents participation in such unloading. 3.8 Section 32(2) of the Sale of Goods under Act 1979 shall not apply. Mila shall not be required to give the ContractBuyer the notice specified in Section 32(3) of that Act. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless 3.1 The delivery must correspond to the purchase order in terms of execution, scope, and scheduling. The agreed otherwise in writing by delivery periods and delivery dates shall be binding. Delivery periods shall commence on the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at day the place specified in the Order Confirmationpurchase order is issued. 4.2 Any dates quoted for delivery 3.2 Unless the parties have agreed otherwise, the supplier shall supply the Delivery Items DDP (Incoterms 2020) to the plant designated by ZWISSTEX GERMANY. The time of receipt of the Goods Delivery Items by ZWISSTEX GERMANY shall be decisive in determining whether the delivery date or performance of Services are approximate only, and time of the delivery period has been met. If the delivery is not to be made DDP (Incoterms 2020) to the plant designated by ZWISSTEX GERMANY, the supplier shall make the Delivery Items available in a timely manner, taking into account the time needed for loading and shipment, as agreed with the forwarding agent. 3.3 If the supplier realises that the delivery period cannot be met, the supplier shall so advise ZWISSTEX GERMANY without delay in writing, stating the reasons for and the expected duration of the essence. 4.3 delay. In the event of a delay in delivery, Buyer ZWISSTEX GERMANY shall give written notice have the right to Seller requiring rescind the contract, regardless of whether or not there was any negligence or wilful misconduct on the part of the supplier. In the event of default of the supplier, ZWISSTEX GERMANY may demand liquidated damages in an amount equal to 0.5% of the net order value for each commenced week of delay, but not more than 5% of the net order value in total. This shall not affect any further claims of ZWISSTEX GERMANY. The loss caused by default that has to be compensated by the supplier shall be reduced by the liquidated damages paid. ZWISSTEX GERMANY’s claim for delivery shall not cease to exist until the supplier has paid damages in lieu of the delivery to be made within 14 daysat the request of ZWISSTEX GERMANY. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. SellerZWISSTEX GERMANY’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price acceptance of the relevant Goodslate delivery shall not constitute a waiver of claims for damages. 4.4 Seller 3.4 Making a delivery before the agreed delivery date shall only be permitted with the prior written consent of ZWISSTEX GERMANY. ZWISSTEX GERMANY may return any Delivery Items that are delivered early at the supplier’s expense or store them at the supplier’s expense until the agreed delivery date. 3.5 Unless otherwise agreed, partial deliveries and deliveries of larger or smaller quantities shall not be liable permitted. ZWISSTEX GERMANY reserves the right to recognise such deliveries in individual cases and charge a handling fee of EUR 40.00 flat to the supplier’s account for any delay in delivery the additional expenses which are incurred as a result of the Goods partial deliveries. The supplier may prove that ZWISSTEX GERMANY did not suffer any loss or Services where Buyer failed to provide written notice in accordance with Condition 4.3 that the loss actually suffered remains significantly below this amount. 3.6 The supplier shall notify ZWISSTEX GERMANY of any special deliveries outside the regularly agreed deliveries (e.g. replacement deliveries or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”late deliveries). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless Seller shall make delivery to Buyer’s specified destination by the required due date(s) stated in this purchase order unless otherwise agreed otherwise to in writing by both Parties. If Seller cannot meet the partiesrequired due date(s), all Goods Seller is to notify Buyer promptly with a recovery date and make every reasonable effort at Seller’s expense to meet Xxxxx’s due date. Buyer shall have the right to reject any goods or services which are delivered FCA (“Free carrier” provided in advance of or later than the Buyer’s due date(s). Time is of the essence of this purchase order and if delivery of goods or rendering of services is not completed by the time promised, Xxxxx reserves the right without liability in addition to its other rights and remedies to terminate this purchase order by notice effective when received by Seller as defined to goods not yet shipped or services not yet rendered and to purchase substitute goods or services elsewhere and charge Seller with any loss incurred. If in INCOTERMS 2020®) at order to comply with the place delivery date required by Buyer it becomes necessary for Seller to ship by a more expensive way than specified in this purchase order, any increased transportation costs resulting therefrom shall be paid for by Seller unless the Order Confirmation. 4.2 Any dates quoted necessity for delivery such rerouting or expedited handling has been caused by Buyer. Buyer reserves the right to inspect all goods and services purchased hereunder and at Xxxxx’s discretion, Xxxxx may reject nonconforming goods and/or services. Buyer reserves all rights under applicable laws including, without limitation, rights under the Uniform Commercial code. Should Seller provide additional nonconforming goods and/or services against this purchase order, Seller shall, at Buyer’s request, provide a written corrective action report for Buyer’s review and approval. Payment for the goods delivered hereunder shall not constitute acceptance thereof. Buyer shall have the right to inspect such goods and to reject any or all said goods which are defective or nonconforming in Buyer’s sole judgment. Goods rejected and goods supplied in excess of the Goods or performance quantities called for herein may be returned to Seller at its expense and, in addition to other rights of Services are approximate onlyBuyer, Buyer may charge Seller all expenses of unpacking, examining, repacking and time of delivery is not of the essence. 4.3 reshipping such goods. In the event of delay in deliveryBuyer receives goods whose defects or nonconformity is not apparent on examination, Buyer reserves the right to require replacement, as well as payment of damages. Nothing contained in this purchase order shall give written notice to relieve Seller requiring in any way from the delivery to be made within 14 days. Subject to Condition 4.4obligation of testing, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description inspection and quality in the cheapest market available, less the Price of the relevant Goodscontrol. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

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

Delivery. 4.1 Unless agreed otherwise Section 4.01 All Gas delivered by Seller to Buyer pursuant to this Agreement shall be delivered at the delivery point immediately prior to 00- X-000 Xxx/Xxx Xxxxxxxxx as specified in writing by Exhibit A (the parties, all Goods are delivered FCA "Delivery Point"). Deliveries of Gas hereunder shall commence upon the Effective Date. Section 4.02 Seller shall supply Gas to Buyer at a pressure of not less than seventy five pounds per square inch gauge (“Free carrier” as defined in INCOTERMS 2020®75 psig) at the place specified in the Order ConfirmationDelivery Point. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery Section 4.03 During any period in which Buyer's Facility is not of the essence. 4.3 In the event of delay in deliverygenerating electrical power, Buyer shall give written notice provide to Seller, at no cost to Seller, the lesser of (i) all electrical power required by Seller requiring for operation and maintenance of Seller's Facility (but not to exceed 1,500 KW) or (ii) the delivery total amount (net of internal use) of electrical power being produced by Buyer's Facility. In addition, Buyer shall, at Seller's request, pass through electrical power from the Utility to Seller, across Buyer's electric transmission lines, at any xxxx Xxxxxx requires more electrical power the Buyer is able to supply. Seller shall promptly reimburse Buyer for the cost of any such electric power passed through from the Utility to Seller. Section 4.04 Title and risk of loss to Gas shall pass to Buyer at the Deliver point. Seller warrants title to all Gas delivered hereunder, that Seller has the right to sell and receive payment for the same, and that such Gas shall be made within 14 days. Subject free from liens and adverse claims of every kind at time of delivery, including but not limited to Condition 4.4liens to secure payment of production, severance and other taxes. Section 4.05 All Gas delivered to Buyer hereunder shall meet the quality specifications set forth in Exhibit D. Seller shall monitor Gas quality in accordance with conformance with said specifications, and, upon any such rejection, Seller shall have the right to reprocess, if Seller fails possible, or shall otherwise be required to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for dispose of or use such non-delivery will be limited conforming Gas. Buyer's rejection of Gas in accordance with this Section 4.05 shall not relieve Seller of its obligations under Section 3.04. Buyer may, at its option, elect to accept, at any time or from time to time, Gas not meeting any or all of said specifications; provided however that (ai) refunding any sums which Buyer has paid for the undelivered Goods such acceptance shall not constitute a waiver of Buyer's continuing right to refuse to take Gas not meeting said specifications and (bii) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay damage to Buyer's Facility resulting in delivery whole or in part form Buyer's use of nonconforming Gas. Section 4.06 EXCEPT FOR THE EXPRESS WARRANTIES OF TITLE AND QUALITY SET FORTH IN SECTIONS 4.04 AND 4.05 ABOVE, SELLER MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED. ALL IMPLIED WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES. Section 4.07 As between the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: parties hereto, (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will shall be deemed to have been delivered by be in control and possession of the due date Gas prior to delivery hereunder and Seller may charge Buyer responsible for all related costs and expenses (including for demurrage any injuries, claims, wasted transport, storage and insurance). Following written notice liabilities or damages caused thereby prior to Buyer, Seller may also sell any of the Goods delivery at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.Delivery

Delivery. 4.1 Unless 5.1 The Goods and/or Services shall be delivered to and/or rendered at Massmart’s place of business or such other place as agreed otherwise in writing by the parties, all Parties in writing. The Supplier shall offload the Goods are delivered FCA (“Free carrier” at its own risk as defined in INCOTERMS 2020®) at the place specified in the Order Confirmationdirected by Xxxxxxxx. 4.2 Any dates 5.2 The price quoted by the Supplier for Goods shall include delivery. The PO may specify the date of delivery. The Supplier shall invoice Massmart on delivery of the Goods or performance of Services are approximate only, and time of to Massmart. 5.3 The Supplier shall ensure that each delivery is not accompanied by a delivery note containing the PO number, date of the essencePO, number of packages and contents and, in the case of part delivery, the balance to be delivered. 4.3 In 5.4 Unless otherwise stipulated by Massmart in the event of delay in deliveryPO, Buyer deliveries shall give written notice to Seller requiring the delivery to be made within 14 daysduring business hours i.e. between 08h00 and 17h00 on weekdays, excluding public holidays. 5.5 If excess Goods are delivered to Massmart, Massmart shall not be liable to pay for the excess and any excess shall be received at the Supplier's sole risk and be returned at the Supplier's sole risk and expense. 5.6 It is recorded that time is of essence in respect of the supply and delivery of the Goods and/or provision of the Services. Subject If any Goods or Service, or any part thereof are not delivered or performed timeously, Massmart shall have the right to Condition 4.4, if Seller fails to fulfil cancel the delivery within 14 days, Buyer PO in respect of the Goods undelivered or Services not yet performed. 5.7 Massmart shall be entitled to cancel reject any Goods delivered and/or Services provided by the Order. Seller’s liability for such non-delivery will be Supplier, on the grounds as set out in these terms and conditions, including but not limited to (a) refunding any sums which Buyer has paid Goods failing to comply with Massmart’s specifications and/or Instructions and/or such Products and/or not being fit for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for purpose. If any delay in delivery of the Goods or and/or Services where Buyer failed are rejected by Massmart then in such event, the Supplier shall promptly issue a formal credit note to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: Massmart and collect the rejected Goods (i) as applicable), within a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable reasonable time of Massmart advising the Goods or Services to be supplied on time (“Delivery Information”)Supplier of such rejection. 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 5.8 Massmart shall be deemed to have been delivered by accepted the due Goods and/or Services 60 (sixty) days from the date and Seller may charge Buyer for all related costs and expenses (including for demurrage claimsof delivery and/or performance, wasted transport, storage and insurance). Following written notice provided that Massmart has the right to Buyer, Seller may also sell reject any of the Goods at the best price reasonably obtainable where any latent defect in the circumstances and charge Buyer for any shortfall below Goods has become apparent even following the Price of the Goods under the Contract60 (sixty) day period. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless 8.1 Except as otherwise agreed otherwise by both parties in writing by the parties, all Goods are delivered FCA EXW (“Free carrier” ex works) Seller’s manufacturing plant stated in the relevant purchase order. EXW (ex works) is as defined in INCOTERMS 2020®2010. The Buyer will provide at its expense adequate and appropriate equipment and manual labour for loading or off-loading (as appropriate) at the place specified in the Order ConfirmationGoods. 4.2 Any 8.2 All delivery dates quoted and times are estimates and not legally binding on the Seller, which will use its reasonable endeavours to make available for collection or deliver (as appropriate) on time. If no delivery of the Goods or performance of Services dates and/or times are approximate onlyspecified, and time delivery will be within a reasonable time. Time of delivery is will not be of the essence. 4.3 In 8.3 The Seller will be deemed not to be in breach of the event Contract, and (for the avoidance of doubt) will not be liable, in contract, tort or otherwise howsoever and whatever the cause thereof, to the Buyer for any direct, indirect or consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, loss of contracts, loss of anticipated savings, depletion of goodwill and similar), costs, damages, charges or expenses caused directly or indirectly by any delay or failure in the delivery of the Goods (even if caused by the Seller’s negligence) except as set out in this Condition 8. 8.4 Any additional costs incurred by the Seller for express deliveries undertaken at the request of the Buyer are for the account of the Buyer and will be added to the Prices and invoiced in accordance with Condition 14.2. 8.5 Any delay in delivery, delivery will not entitle the Buyer shall give to cancel the purchase order unless and until the Buyer has given 14 days’ written notice to the Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if and the Seller fails to fulfil has not fulfilled the delivery within 14 days, that period. If the Buyer shall be entitled to cancel cancels the Order. Seller’s liability for such non-delivery purchase order in accordance with this Condition 8.5 then: 8.5.1 the Seller will be limited to (a) refunding refund the Buyer any sums which the Buyer has paid for to the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer Seller in obtaining replacement goods respect of similar description and quality in the cheapest market available, less the Price that purchase order or part of the relevant Goods.purchase order which has been cancelled; and 4.4 Seller shall not 8.5.2 the Buyer will be liable for under no liability to make any delay payments under Condition 14 in delivery respect of that purchase order or part of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”)purchase order which has been cancelled. 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing by Supplier shall deliver the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) and/or commence performing the Services at Dealmed’s shipping address shown on the place Purchase Order or to the address specified in the Purchase Order Confirmation. 4.2 Any dates quoted for or as otherwise instructed by Dealmed (“Delivery Location”). Supplier shall deliver the Goods and/or commence performing the Services by the indicated delivery date or, if no date is specified, within thirty (30) calendar days (“Delivery Date”). Supplier shall ship the Goods free of charge, unless indicated otherwise to Dealmed in the Purchase Order. Dealmed reserves the right to cancel a Purchase Order if the Goods were not delivered and/or Services did not commence within thirty (30) days from the date of the Purchase Order. Unless otherwise specified in the Purchase Order, Delivery of Goods shall be DDP Delivery Location (Incoterms® 2020), and title and risk of loss or damage shall pass from Supplier to Dealmed upon Supplier's delivery of the Goods or performance to the Delivery Location. Supplier shall give written notice of Services shipment to Dealmed when the Goods are approximate onlydelivered to a carrier for transportation. Upon delivery, Supplier shall provide Dealmed all shipping documents, including the commercial invoice, packing list, air waybill/bill of lading and time of delivery is any other documents necessary to release the Goods to Dealmed (“Shipping Documents”). If the Shipping Documents are not of provided upon delivery, Dealmed has the essence. 4.3 right, but not the obligation, to withhold any payment for the Goods until Dealmed receives all Shipping Documents related to the Purchase Order. In the event of delay a shipping error that results in the Goods not being shipped, or, if, due to Supplier's failure to ship the Goods in a timely manner, the identified method of transportation will not permit Supplier to meet the Delivery Date, Supplier shall deliver the Goods by air transportation or other means acceptable to Dealmed within thirty (30) days of the Delivery Date and shall pay for any resulting increase in shipping cost. In the foregoing scenario(s), if Supplier does not deliver the Goods within thirty (30) days of the Delivery Date, Dealmed reserves the right to withhold payment and/or cancel the Purchase Order. In the event of a shipping error that results in the Goods being shipped to an incorrect location per the Purchase Order, Dealmed, in its sole discretion, reserves the right to either (I) ship the Goods to the correct address, (ii) return the Goods, or (iii) request that the Supplier be responsible for and coordinate immediate shipment of the Goods, including overnight delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 dayscorrect address per the Purchase Order. Subject to Condition 4.4, if Seller fails to fulfil Any shipping costs resulting from any scenario in the delivery within 14 days, Buyer foregoing sentence shall be entitled borne exclusively by the Supplier, and Dealmed reserves the right to cancel charge such costs against any outstanding balance, including the Purchase Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for Time is of the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality essence in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or and Services. Dealmed shall not be responsible for any delay that is caused by: fees or charges associated with incorrect shipping, lost merchandise or any other shipping errors, whether due to the Supplier or the shipping carrier. Unless Dealmed otherwise specifically agreed in writing, all Goods must have a remaining shelf life and/or expiration date of (i) a Force Majeure Event at least twelve (12) months from the date that Dealmed receives the Goods, or (ii) Buyer’s failure to provide Seller with adequate instructionsthe industry standard for the Goods, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”)as determined solely by Dealmed. 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise A. Simultaneously with the delivery of each Forecast, Buyer shall provide to Seller its good faith estimate of the shipping schedule for the Delivery of Products during that the next succeeding Month. Each such order will include (i) the amount of IGAN to be Delivered, and (ii) the amount of Shipped ANS to be Delivered, allocated between Tranche 1 Shipped ANS and Tranche 2 Shipped ANS. Subject to such variations as may be necessitated by reason of an Event of Force Majeure as set out in writing by Section XI., Seller shall Deliver the partiesordered Products, 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 and Buyer shall take delivery of the Goods ordered Products, at the applicable Delivery Point. Buyer shall promptly notify Seller of any known or performance anticipated changes that will prevent Buyer from receiving such quantities of Services are approximate onlyProduct during any given Month. Buyer shall also use reasonable commercial efforts to purchase Products in equal Monthly quantities during each Contract Year. B. Buyer shall provide all trucks and railcars necessary for the transportation of Products from the applicable Delivery Point. Unless otherwise agreed, Seller shall (i) deliver all Products supplied hereunder into railcars or truck trailers supplied by Buyer, (ii) load Products into Buyer supplied railcars and release such railcars within three (3) days from the arrival of such railcars at Seller’s Plant, and (iii) load Products into Buyer supplied trucks and release such trucks within the free loading period allowed by the carrier; provided, however, that such time frames shall be extended by any intervening weekend, holiday or Event of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 daysForce Majeure. Subject to Condition 4.4, if If Seller fails to fulfil comply with the delivery foregoing, Seller shall reimburse Buyer, within 14 daysthirty (30) days of receipt of Buyer’s invoice, Buyer shall be entitled to cancel the Order. Seller’s liability for such nonall demurrage and other out-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and of-pocket expenses incurred by Buyer resulting from such delay. Buyer shall use commercially reasonable efforts to schedule railcars or trucks for loading at a rate that will permit Seller to load such railcars and trucks within the time frames set forth herein. Notwithstanding the foregoing in obtaining replacement goods this Section VIII.B., Buyer’s use of similar description Seller’s trackage for railcars shall be limited to fifteen (15) cars at any one time and quality in the cheapest market availableSeller’s obligation to make Delivery to Buyer shall be limited to ****** rail cars per day for ANS, less the Price of the relevant Goods. 4.4 *********) rail cars per day for IGAN, ****** truck trailers per day for ANS, and ********* truck trailers per day for IGAN, and Seller shall not be liable responsible for any delay demurrage or other out-of-pocket costs incurred by Buyer due to Seller’s not loading railcars or trucks in delivery excess of the Goods or Services where foregoing limits. All IGAN shipped via Buyer’s truck trailers shall be subject to Buyer’s compliance with Seller’s “Delivery Notification System”. Buyer failed acknowledges receipt of Seller’s Delivery Notification System documentation and Seller agrees to provide written notice Buyer with any amendments thereto. C. Buyer acknowledges that Seller does not currently have the capability to load IGAN into bags. If, after the date hereof, Buyer desires Seller to provide such services, it shall so notify Seller in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) writing, and Seller shall install such bagging equipment at Buyer’s failure cost as promptly as reasonably practicable upon agreement of engineering design, provided that Seller shall have sole discretion as to placement of such equipment. Seller shall not be obliged to provide manpower to operate the bagging equipment but shall use reasonable best efforts to provide such manpower or, if such efforts prove unsuccessful, assist Buyer to obtain services from a third party supplier. Seller shall have the option to match any offer made by a third-party to provide manpower to operate the bagging equipment. If Seller provides bagging services in the absence of a third party offer, Seller’s out-of-pocket costs associated with adequate instructionsbagging the IGAN and Delivering it into Buyer’s transportation equipment, informationplus a commercially reasonable upcharge, licences or authorisations to enable the Goods or Services to shall be supplied on time (“Delivery Information”)Buyer’s costs for such services, which shall be documented by written amendment hereto. 4.5 If D. Title, custody and risk of loss for the Products shall pass from Seller to 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 applicable Delivery Point. Seller shall, at Buyer’s expense, provide transportation emergency response services to Buyer in the circumstances event an incident occurs prior to departure from the Plant of trucks and charge Buyer for any shortfall below the Price of the Goods under the Contractrailcars loaded with Products. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 5.1 Unless otherwise agreed otherwise in writing by the partiesCompany, all the Goods are (or any tangible Deliverables) shall be delivered FCA EXW (“Free carrier” as defined in INCOTERMS Incoterms 2020®) at the place specified Company’s facilities in the Order ConfirmationWitney, Oxfordshire, UK. 4.2 5.2 If the Company agrees to arrange carriage or insurance on behalf of the Buyer, all associated charges shall be invoiced to the Buyer and paid within thirty (30) days of the date of invoice unless otherwise specified by the Company (excepting website orders where carriage will be paid at the time of order). Transportation will normally follow the Buyer’s shipping instructions but the Company may ship Goods freight collect or select other means of transportation and routing if it deems the Buyer’s instructions unsuitable. 5.3 Any dates quoted specified by the Company for delivery of the Goods or performance of Services are approximate only, estimates and time of for delivery is shall not be of the essence. 4.3 In the event of delay in delivery, 5.4 The Buyer shall give written notice obtain and provide any necessary import licences, authorisations or instructions to Seller requiring enable the Company to deliver the Goods (or tangible Deliverables) at the agreed delivery to be made within 14 dayspoint, and shall arrange for loading or unloading. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery The Company will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of delays caused by the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable perform its obligations. If the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails for any reason to take delivery of the Goods when (or Deliverables) at the agreed time then they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered and the Company may store them at the Buyer’s cost until they are collected by the due date Buyer or its nominated carrier or re- shipped by the Company. 5.5 The Company may deliver the Goods by separate instalments as agreed with the Buyer. Each instalment shall be a separate Contract for the purposes of these terms and Seller may charge conditions. 5.6 Any liability of the Company for any shortfall or failure in delivery of any Goods will be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract price against any invoice raised for such Goods. 5.7 The Goods (or tangible Deliverables) are at the risk of the Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance)from the time of delivery. Following written notice to Buyer, Seller may also sell any Ownership of the Goods at shall pass to the best price reasonably obtainable Buyer on payment in the circumstances and charge Buyer full for any shortfall below the Price of the Goods under the Contractthose Goods. 4.6 If Seller's delivery note 5.8 The Buyer shall provide to the Company any documents reasonably requested by the Company to evidence proof of export or package labelling states that the Packages in which the Goods are delivered are returnable to Sellerdelivery, 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 tax or other containers and palletspurposes.

Delivery. 4.1 Unless otherwise agreed by Seller in writing, any delivery dates specified or quoted by Seller are estimates only and are based on prompt receipt of all necessary information regarding orders. Seller will use reasonable efforts to meet the estimated shipping dates, but does not guarantee to meet such dates and shall not be responsible for failure to do so. Partial shipments, in Seller's sole discretion, may be allowed. In no event shall Seller be liable for any loss, cost, damage or expense whatsoever incurred by Buyer or its customers or any third party that may result therefrom and the failure to meet such delivery dates does not constitute a cause for cancellation. Seller will notify Buyer as soon as practical of the commencement of conditions delaying or preventing delivery of ordered Products, and will provide Buyer with Seller's best estimate of the rescheduled delivery. Time for delivery shall not be of the essence. Claims for shortages or other errors must be made in writing to Seller within 10 days of Seller's delivery. Failure to give such notice shall constitute an unqualified acceptance and waiver of all claims by Xxxxx. DELIVERY DELAYS -: Any delay in delivery due to causes beyond Seller's reasonable control, or due to any priorities or allocations necessitated by governmental orders or regulations, shall extend the term of delivery by a period equal to the length of such delay. Orders acknowledged or shipped by Seller, or for which Seller has otherwise commenced performance, may not be canceled or deferred by Xxxxx, unless agreed in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 Seller. In the event of a delay in deliverydelivery requested or caused by Buyer, Buyer shall give orders will be deferred or held only upon specific written notice agreement and provided that the deferment period is not to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 exceed ninety (90) days, Buyer shall be entitled at the end of which time, Seller reserves the right to cancel the Order. Seller’s liability for such non-delivery will be limited render invoice and ship all Products ordered to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality destination specified in the cheapest market availableBuyer's order, less or to warehouse such material at the Price Buyer's risk and expense. FREE OR SERVICE PRODUCTS – Any Products provided free of charge or otherwise consisting of any professional services provided by Seller under this Contract (including without limitation any prototype, prototype development, conversions, programming, engineering, configuration, wiring, or similar services) are provided only as a courtesy to Buyer. Buyer accepts all risk of such Products and Seller has no liability or responsibility for any receipt or use of such Products in the relevant Goods. 4.4 course of Buyer’s business or any damage to any hardware, software, network or system resulting from the same. FORCE MAJEURE - Seller shall not be liable have no liability for any delay in delivery or failure to fill orders or other default or damage where such has been caused by circumstances beyond its control, including but not limited to, acts of God, fire, flood, earthquake, war, major disaster, terrorism, third-party criminal accts, insurrection, pandemics/epidemics, riot, governmental action, accident, strike, lockout or other labor trouble or shortage of or inability to obtain fuel, power, materials, supplies, equipment, power or transportation, demand for Products exceeding Seller's available supply or any other cause beyond Seller's control. In the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for event of any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s in delivery, failure to provide Seller with adequate instructions, information, licences fill orders or authorisations to enable the Goods other default 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 damage caused 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 foregoing, Seller may, at the best price reasonably obtainable in the circumstances its option and charge Buyer for without liability, prorate its deliveries, cancel all or any shortfall below the Price portion of the Goods under Contract to the Contractextent affected by the event of force majeure and/or extend any date upon which performance is due hereunder. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

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

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

Delivery. 4.1 Unless 6.1 Delivery takes place on agreed otherwise in writing INCOTERMS (ICC INCOTERMS 2010). If no INCOTERMS terms apply, delivery shall be understood to occur at the moment unloading has finished taking place at the location designated by Buyer. 6.2 Time of delivery of the Goods and of performance of the Services is of the essence and shall start to run from the date of acceptance by the partiesSeller of the Purchase Order or the date on which the Seller is placed in possession of such information and drawings as may be necessary to enable him to start work on the Goods or the Services, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at whichever may be the place specified in the Order Confirmationlater. 4.2 Any dates quoted for 6.3 Delivery of Goods in instalments shall be permitted only with the consent of the Buyer and such permission, if given, shall not entitle the Seller to claim payment prior to completion of the present Agreement unless the Buyer has agreed in writing. 6.4 If the Buyer is not able to accept delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery installation of the Goods when due, the Seller shall be responsible for arranging suitable storage at suitable premises of the Goods, advising the Buyer beforehand of the particulars of such proposed storage and the Seller shall also ensure that the Goods and the premises in which they are ready for stored are properly insured against all the usual risks and notify the Buyer of such insurance cover. 6.5 If delivery or to provide any Delivery Information to enable on time deliveryis made before the delivery date specified in the Purchase Order, the Buyer may return the Goods will to the Seller at the Seller's risk and expense. 6.6 Each delivery must be deemed to have been delivered accompanied by details of the due date exact quantity and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any description of the Goods at and/or the best price reasonably obtainable in Services performed. Shipping documents and a separate invoice stating the circumstances and charge Buyer relevant Purchase Order number for any shortfall below each shipment must be sent by first class mail to the Price Buyer's plant or office which issued the Purchase Order on the day on which the shipment is made, marked for the attention of the Accounts Office. When Goods under are invoiced by the ContractSeller but shipped by a third party, the invoice shall bear the name of the shipper and the point from which the delivery originated. If shipment is not delivered to the Buyer's premises, the original bill of lading must be furnished with the invoice(s).The Buyer's count shall be accepted as final on all shipments. 4.6 If Seller's delivery note 6.7 Delivery is completed only if the agreed Goods or package labelling states that the Packages in which the Goods Services are delivered are returnable to Seller, such Packages shall be returned in their entirety in accordance with the present Agreement at the location designated by Buyer. 6.8 The Seller shall provide Buyer a current material safety data sheet (“MSDS”) for each Good supplied to Buyer under the present Agreement on an annual basis or sooner in the event such instructions. document has been modified. 6.9 If such Packages are the Seller is in the position of being able to supply some but not so returned they will all of its customers, the Buyer shall be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by given priority over all other of the Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets's customers.

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

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

Delivery. 4.1 Unless agreed otherwise 3.1 Time is of the essence in writing Vendor’s performance of its obligations under the Purchase Order. Vendor will immediately notify the AER if the Vendor’s timely performance under the Purchase Order is delayed or is likely to be delayed. The AER’s acceptance of the Vendor’s notice will not constitute the AER’s waiver of any of the Vendor’s obligations. The AER may accept Work performed by the partiesVendor after the Due Date and may require the Vendor to provide a refund or credit in an amount the AER deems reasonable to represent the diminished value of the late Work. 3.2 If the Vendor delivers Work after the Delivery Date, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) the AER may reject such Work without any obligation on the AER to make any payment to the Vendor. 3.3 The AER will hold any Work rejected under this Purchase Order at the place specified Vendor’s risk and expense, while awaiting the Vendor’s return shipping instructions. The Vendor will bear all storage and return shipping charges, including, without limitation, insurance charges the AER incurs on Vendor’s behalf. The AER may, in its sole discretion, destroy or sell rejected Work for which AER does not receive return shipping instructions within a reasonable time, and apply the proceeds, if any, first toward any storage or handling charges. 3.4 The Vendor will preserve, pack, package and handle the Products so as to protect the Products from loss or damage and in accordance with best commercial practices in the Order Confirmationabsence of any specifications the AER may provide. Without limiting the foregoing, the Vendor shall observe the requirements of any local laws and regulations relating to hazardous Work, including, without limitation, with respect to its accompanying information, packing, labeling, reporting, carriage and disposal. 4.2 Any dates quoted for 3.5 Vendor will include with each delivery of Products a packing list identifying the Goods Purchase Order number, a description and the quantity of each of the Products, and the date of shipment. 3.6 You must supply and pay for all labour, materials, facilities and approvals necessary or advisable to perform the Work under this agreement. Unless the AER expressly instructs otherwise, Vendor will deliver all Work to the AER’s location at the address set forth in the Purchase Order. The Vendor assumes responsibility for all shipping and delivery charges including, without limitation, customs, duties, fuel surcharges, costs, taxes and insurance. Risk of loss for any Products does not pass to the AER until acceptance in accordance with section 6. 3.7 If providing Services, Vendor must perform them to a standard of care, skill, and diligence maintained by persons providing, on a commercial basis, services similar to the Services. 3.8 When using AER premises and/or property in the delivery or performance of Services are approximate onlythe Work, the Vendor must comply with all applicable AER health, safety and security policies, procedures and regulations and ensure that it and all persons it employs or retains to perform the Work comply with the Occupational Health & Safety Act and all applicable regulations thereunder, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods that all persons employed or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered retained by the due date Vendor are competent and Seller may charge Buyer for all related costs are properly trained, instructed, 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 Contractsupervised. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 6.1. Unless agreed otherwise agreed, where the Purchaser has nominated an address for delivery, HVG FABRICS PTY LTD shall deliver the Goods to that nominated address. 6.2. HVG FABRICS PTY LTD shall not be responsible for unloading Goods at the point of delivery. 6.3. Where the Goods are to be delivered to a nominated address HVG FABRICS PTY LTD shall be deemed to have delivered the goods in writing accordance with the Agreement if it obtains a receipt or signed delivery docket for the Goods from any person at that address. 6.4. If a nominated address is unattended or if delivery cannot otherwise be effected or the Goods cannot be despatched due to any act, matter or thing beyond the control of HVG FABRICS PTY LTD, HVG FABRICS PTY LTD in its discretion may store the goods at the Purchaser’s risk and expense or take such other steps as it considers appropriate. 6.5. HVG FABRICS PTY LTD reserves the right to refuse to supply Goods and/or services under an Agreement if a Purchaser is in default of any of its payment obligations under any one or more Agreements. 6.6. HVG FABRICS PTY LTD reserves the right to choose or vary the means, route and procedure of delivery, transport and handling of Goods. If the Purchaser requires a different means, route or procedure, the cost of delivery shall be borne by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order ConfirmationPurchaser notwithstanding any other provision of these terms & conditions of trade or an Agreement. 4.2 6.7. HVG FABRICS PTY LTD may supply Goods and/or services in instalments and these terms & conditions of trade shall apply to each and every supply of Goods and/or services. Each instalment shall be deemed to be sold under a separate Agreement and shall be paid for separately by the Purchaser. Any dates quoted for default by HVG FABRICS PTY LTD in respect of any part delivery or instalment shall not entitle the Purchaser to treat the Agreement as repudiated in regard to the balance of the Goods delivered under the Agreement or performance of Services are approximate only, and time of delivery is not of the essenceinstalments remaining to be delivered. 4.3 In 6.8. Any delivery or completion dates stated are estimates only and are not essential terms of any Agreement. HVG FABRICS PTY LTD shall make all reasonable efforts to meet any date for supply of Goods and/or services agreed between HVG FABRICS PTY LTD and the Purchaser. Where a delay to supply Goods and/or services occurs, in no event of delay in delivery, Buyer shall give written notice HVG FABRICS PTY LTD incur any liability or penalty for failure to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered supply Goods and (b) the reasonable and proper costs and expenses incurred and/or services by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goodsan agreed time. 4.4 Seller shall not be liable for any delay in delivery of 6.9. If the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or Purchaser fails to take delivery of the Goods when they are ready and this continues for delivery 60 days or more, HVG FABRICS PTY LTD may resell those Goods. The Purchaser must pay to provide HVG FABRICS PTY LTD any Delivery Information to enable on time delivery, difference between 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 original sale price of the Goods at and the best resale price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under and must also pay a restocking fee of 15 percent of the Contractoriginal sale price of the Goods. 4.6 If Seller's delivery note or package labelling states that 6.10. The prices include the Packages in which cost of packing the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructionsHVG FABRICS PTY LTD’s standard practice. If such Packages are the Purchaser requires the Goods to be provided in any other manner the cost of the packing shall be the responsibility of the Purchaser. HVG FABRICS PTY LTD shall not so returned they will be chargeable at replacement value and no credit will be due on Packages liable for which any damage or loss occurring as a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsresult of goods being packed in accordance with the Purchaser’s instructions.

Delivery. 4.1 Unless agreed otherwise The Supplier shall deliver the Supplies in writing by accordance with the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®instructions and date(s) at the place specified in the Order Confirmation. 4.2 Any dates quoted PO (or, to the extent that no date or timescale is specified, then within 14 days after the date of the PO or at such other time as Hull 2017 may approve in writing or reasonably request). Time is of the essence for delivery of the Goods or performance of Services are approximate onlySupplies. The Supplier shall, and time shall procure that the Supplier Personnel shall, (without further liability to Hull 2017) devote such of delivery their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is not any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of Hull 2017’s other rights or remedies, the Supplier shall promptly give Hull 2017 advance notice of the essence. 4.3 In nature and effects of the event circumstances in question and a best estimate of delay the duration of such circumstances. The Supplier shall ensure that: the Goods are marked and delivered in accordance with Hull 2017’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and each delivery of Goods is accompanied by a delivery note which shows the PO number, date of order, number of packages and contents and, in the case of part delivery, Buyer shall give written notice to Seller requiring the delivery outstanding balance remaining to be made within 14 daysdelivered. Subject Unless otherwise agreed by Hull 2017 in writing, all Goods shall be delivered to Condition 4.4the Premises during Business Hours with transportation charges and any other applicable charges pre-paid by the Supplier. Hull 2017 shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall off‑load Goods at its own risk, as directed by Hull 2017. Hull 2017 and, if Seller fails to fulfil applicable, the Supplier shall inspect the Goods as soon as practicable following delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price agree an inventory of the relevant Goods. 4.4 Seller quality and quantity delivered. Hull 2017 shall not be liable for any delay damage found on such inspection. If Hull 2017 in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, Hull 2017 shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of Hull 2017’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, Hull 2017 shall be entitled to enforce Hull 2017’s remedies under clause 11. Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods. Hull 2017 shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. The Supplier shall give Hull 2017 prior written notice of the delivery under this Contract of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by Hull 2017 on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify Hull 2017 in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods. The Supplier shall, and shall procure that the Supplier Personnel shall: (a) provide the Services, and create, produce and/or (as applicable) render the Works, with all due care, skill and diligence and in a proper, efficient, professional and timely manner; (b) provide the Services in accordance with good industry practice; (c) provide (or procure the provision of) such equipment as may be expressly or impliedly required under this Contract or otherwise mutually agreed; (d) consult with Hull 2017 fully at regular intervals in relation to, and obtain Hull 2017’s prior approval of, all material elements of the Services; and (e) comply with Hull 2017’s reasonable requirements with regard to the provision of the Services (while not being subject to Hull 2017’s direction as to the manner in which the Services are provided). The Supplier shall comply, and shall ensure that the Supplier Personnel shall comply, with all applicable laws and regulations, including (where applicable) monitoring under the Safeguarding Vulnerable Groups Act 2006 and all reasonable conditions of access, including, where Hull 2017 considers appropriate, security screening and other requirements imposed by the Premises’ owner(s). Where Hull 2017 is purchasing Goods: title to the Goods shall pass to Hull 2017 upon the earlier of delivery or the first payment by Hull 2017 in respect of the Goods and the Supplier shall take all reasonable steps to pass title in such Goods to Hull 2017, including, where requested, completing a vesting certificate; and risk in the Goods shall only pass to Hull 2017 upon delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 this Contract. Where Hull 2017 is hiring Goods: Title to the Goods indicated as being hired by Hull 2017 from the Supplier (Hire Goods) shall remain the property of the Supplier. Hull 2017 agrees to keep the Hire Goods free of any encumbrance and not to sell or otherwise deal with such Goods except in accordance with these Terms. The Supplier shall supply all associated plant, tackle, tools and documentation necessary for any delay that is caused bycommissioning, use and decommissioning of the Hire Goods as set out in this Contract. The Supplier irrevocably permits Hull 2017, its contractors and other persons authorised by Hull 2017 to assist in organising and/or staging City of Culture to use the Hire Goods in accordance with the manufacturer’s instructions and recommendations during the hire period specified in this Contract (Hire Period) and subject to these Terms. The Supplier shall not be entitled to charge for: (i) a Force Majeure Event damage or defect which is determined to pre-date Hull 2017’s use of the Hire Goods (whether or not identified during the course of the hand-over inspection); (ii) any modification of the Hire Goods which has been authorised by the Supplier; (iii) any damage resulting from improper design or manufacture; (iv) any damage resulting from any action, omission or breach by the Supplier or by any of the Supplier Personnel; and/or (v) any other damage which is not notified by the Supplier to Hull 2017 by the date of the final settlement invoice (together, Excluded Damage). Within 30 days after return of the Hire Goods to the Supplier, the Supplier shall deliver an invoice to Hull 2017 for the Supplier’s actual, reasonable and substantiated costs to repair, remedy or correct damage other than Excluded Damage, on the same rates (if any) as in this Contract. Such invoice shall be in full and final settlement for all Losses in connection with the Hire Goods. Hull 2017 shall have no liability or responsibility whatsoever for: (i) any loss or damage to, and any charges or other payments to the Supplier for, any property of the Supplier (including any Hire Goods) which occurs after the date due for collection by Supplier; or (ii) Buyertheft or loss of Hire Goods not caused by the negligence of Hull 2017. While in the Supplier’s failure or any Supplier Personnel’s possession or control, the Supplier shall accept risk in any Hull 2017 Property and such Hull 2017 Property shall be kept clearly identifiable as Hull 2017’s property, shall be fully insured by the Supplier, shall be safely stored apart from other property, shall be used solely for the purpose of performing this Contract and shall be returned to Hull 2017 immediately on Hull 2017’s written demand. The Supplier shall maintain complete and accurate books and records relating to this Contract until 31 March 2018. The Supplier shall, on Hull 2017’s reasonable request, provide Seller with adequate instructionsHull 2017 or its nominee (Hull 2017 Party) with: (a) such financial information relating to the Supplier as the Hull 2017 Party may request; (b) the right to review any and all of the Supplier's financial and production information; (c) access at all reasonable times to the Supplier's production, informationoperational and other facilities for the purposes of conducting inspections; (d) the right, licences on reasonable notice to the Supplier and during the Supplier’s regular business hours, to inspect or authorisations audit the Supplier’s books and records to enable verify any matter relating to the Goods or Services Supplier’s performance under this Contract. Hull 2017 reserves the right to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails require the Supplier to enter into commitments entitling Hull 2017 to take delivery possession of the Goods when they are ready Hull 2017 considers there is a risk of Supplier financial distress. The Supplier shall, without prejudice to its obligations under this Contract or otherwise at law, at its own cost effect and maintain for delivery or the term of this Contract (and thereafter in compliance with good industry practice and applicable laws) insurance in an adequate amount (as may reasonably be expected to provide any Delivery Information be maintained by a competent supplier experienced in providing supplies equivalent to enable on time deliverythe Supplies) and with a reputable insurer to cover all risks of and incidental to this Contract, including (where applicable) risk in the Goods will be deemed and in Hull 2017 Property while at the Supplier’s risk and including risk relating 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 activities of the Goods at the best price reasonably obtainable in the circumstances Supplier and charge Buyer for any shortfall below the Price of the Goods Supplier Personnel. The Supplier shall, on request, supply to Hull 2017 a copy of each insurance policy effected under the Contractthis Contract and shall ensure that each such policy is maintained in full force and effect. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing 5.1 Delivery of each consignment of the Goods shall be made to the place designated by the partiesCustomer when placing the order, provided that PURE Eyewear shall be entitled to withhold delivery of the Goods until the Customer has paid all sums due to PURE Eyewear hereunder. 5.2 Where the Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at to be collected by the place specified in Customer, PURE Eyewear shall give the Order ConfirmationCustomer notice that the Goods are ready for collection and the Customer will arrange for the Goods to be collected within 3 working days of such notice. 4.2 5.3 Unless otherwise agreed by PURE Eyewear in writing, the Price quoted for the Goods by PURE Eyewear shall be exclusive of the costs of delivering the same in accordance with the Contact (for which the Customer shall be invoiced separately by PURE Eyewear). Such delivery charges shall include the costs of freight and insurance and PURE Eyewear’s handling charge. 5.4 Any dates quoted for delivery of the Goods [or performance of Services are approximate only, and time of delivery is not supply of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such Services] are non-delivery binding, indicative business estimates only and PURE Eyewear will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable to the Customer for any loss or damage (whether direct, indirect or consequential and howsoever arising) sustained by the Customer as a result of any delay in delivery or despatch of the Goods [or supply times.] Time for delivery [or supply] shall not be of the essence. The Goods may be delivered [or the Services where Buyer failed supplied] by PURE Eyewear in advance of the quoted delivery [or supply] date on giving reasonable notice to provide written notice the Customer. 5.5 Where the Goods [or Services] are to be delivered [or supplied] in instalments, each delivery [or supply] shall constitute a separate contract and failure by PURE Eyewear to deliver [or supply] any one or more of the instalments in accordance with Condition 4.3 the Contract or for any delay claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated. 5.6 If the quantity of Goods delivered does not correspond with the quantity required to be delivered in that consignment, the Customer shall not be entitled to reject that consignment but shall be entitled only: 5.6.1 If the quantity delivered is caused by: less than the Contract quantity, to a further delivery of Goods to make up the deficiency or (iat PURE Eyewear’s option) a Force Majeure Event refund of the appropriate part of the Price for the Goods; or 5.6.2 If the quantity delivered exceeds the Contract quantity, to return the excess or (ii) Buyer’s failure to provide Seller with adequate instructionsretain the whole, information, licences or authorisations to enable in which case the Price for the Goods or Services to shall 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 adjusted 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 rate then prevailing; provided that the Packages Customer shall have no entitlement whatsoever in which the Goods are delivered are returnable to Seller, such Packages shall be returned respect of that deficiency unless PURE Eyewear is notified 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 palletswriting within three days of delivery.

Delivery. 4.1 Unless agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the The goods will be delivered within a reasonable and proper costs and expenses incurred time after confirmation of Seller’s pricing by Buyer as set forth in obtaining replacement goods Section 8, subject to availability of similar description and quality in the cheapest market available, less the Price of the relevant finished Goods. 4.4 . Seller shall not be liable for any delay delays, loss or damage in delivery of transit. (b) Unless otherwise agreed in writing by the parties, Seller shall deliver the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: Seller’s shipping dock (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 InformationPoint”). 4.5 If ) using Seller’s standard methods for packaging and shipping such Goods. Buyer refuses or fails to shall take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, within seven (7) days of Seller’s written notice that the Goods have been delivered to the Delivery Point. Buyer shall be responsible for all loading costs and provide equipment and labor reasonably suited for receipt of the Goods at the Delivery Point. (c) Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer’s purchase order. (d) If for any reason Buyer fails to accept delivery of any of the Goods on the date fixed pursuant to Seller’s notice that the Goods have been delivered at the Delivery Point, or if Seller is unable to deliver the Goods at the Delivery Point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered by delivered; and (iii) Seller, at its option, may store the due date and Seller may charge Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including for demurrage claimsincluding, wasted transportwithout limitation, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing (a) The delivery dates indicated by TI for the partiesarticles, all Goods material or work to be supplied under this Agreement are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 (b) Delta agrees that the goods shall be delivered to TI's dock on the dates set forth in the applicable purchase order(s), unless the parties agree otherwise in writing. In the event *** Confidential material redacted and submitted separately to the Commission that any goods are not shipped in accordance with such delivery dates, Delta agrees to ship via air freight (or as directed by TI) and to pay for all extra costs. (c) Failure to meet agreed upon delivery date that is based on the standard lead times in attachment A shall be considered a breach of delay in deliverycontract. Furthermore, Buyer Delta agrees to pay to TI penalties and damages imposed upon or incurred by TI for failure of Delta to deliver articles, materials, or work on such delivery dates. These penalties and damages shall give written notice to Seller requiring not exceed the delivery 50% of the value of the Purchase Order for the item(s) considered to be made within 14 daysin breach of contract. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller Delta shall not be considered in breach of contract and therefore not liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or penalties and damages for any delay that caused by TI. TI must show proof of all damages to Delta. Delta 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 not responsible for in-transit delays. TI will advise Delta of carrier at the Goods or Services to be supplied on time (“Delivery Information”)of order. 4.5 (d) Unless otherwise agreed in writing, Delta shall not make commitments for material or production in excess of the amount or in advance of the time necessary to meet TI's delivery schedule. It is Delta's responsibility to comply with this schedule, but not anticipate TI's requirements. Goods shipped to TI in advance of schedule may be returned to Delta at Delta's expense. (e) If Buyer refuses or fails at any time prior to take the delivery of an order TI reschedules that delivery for a later date the Goods when they are ready for delivery following terms shall apply. If the order is rescheduled to a date that is 4 weeks or less from the agreed ship date there shall be no charge. If the order is rescheduled to provide any Delivery Information a date that is between 5 to enable on time delivery, 26 weeks TI agrees to pay a *** of the Goods sales price of the order as a rescheduling fee. If the order is rescheduled to a date that is 27 or more weeks from the agreed ship date it will be deemed considered a cancellation and be subject to have been delivered by the due date terms and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any conditions of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price cancellation section of the Goods under the Contractthis agreement. 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 (f) The goods shall be returned packaged in accordance with commercially acceptable standards, or to applicable TI specifications, to ensure safe arrival at TI's location. (g) If Delta is prevented from delivering, or TI is prevented from receiving the materials or articles referenced in a purchase order issued hereunder as a result of governmental actions or regulation, except as hereinafter provided, or of fires, strikes, accidents, and other unforeseeable causes beyond the control of either party, the obligation to receive or deliver shall be suspended for a reasonable time during which 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 palletscauses continue to exist.

Delivery. 4.1 3.1 Unless otherwise agreed otherwise in writing by XXXXXX, delivery of the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) Products shall take place at the place specified in delivery address provided by the Order ConfirmationPurchaser. 4.2 3.2 Any dates quoted specified by XXXXXX for delivery of the Goods or performance of Services Products are approximate only, intended to be an estimate and time of for delivery is shall not be made of the essenceessence by notice. If no dates are so specified, delivery shall be within a reasonable time. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. 3.3 Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods other provisions of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller these conditions XXXXXX shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is Products (even if 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”by XXXXXX’ negligence). 4.5 3.4 If Buyer refuses or for any reason the Purchaser fails to take accept delivery of any of the Goods Products when they are ready for delivery delivery, or XXXXXX is unable to provide any Delivery Information to enable deliver the Products on time deliverybecause the Purchaser has not provided appropriate instructions, documents, licences or authorisations: 3.4.1 risk in the Goods will Products shall pass to the Purchaser (including for loss or damage caused by XXXXXX’ negligence); 3.4.2 the Products shall be deemed to have been delivered by delivered; and 3.4.3 SAMSON may store the due date and Seller may charge Buyer Products until delivery, whereupon the Purchaser shall be liable for all related costs and expenses (including for demurrage claimsincluding, wasted transportwithout limitation, storage and insurance). Following written notice . 3.5 Subject to Buyerclause 3.6, Seller The Purchaser may also sell cancel a Contract at any time up to 14 days’ following the date of delivery of the Goods at relevant Products. Subject to the best price reasonably obtainable Purchaser returning the relevant Products to XXXXXX in a saleable condition, XXXXXX shall refund to the circumstances and Purchaser the amount paid for the returned Products. Where the Purchaser is acting in a business capacity, XXXXXX shall be entitled to charge Buyer a 25% restocking charge. Where the Purchaser is acting as a consumer, XXXXXX shall not charge any restocking charge. XXXXXX shall not refund any costs paid by the Purchaser in respect of delivery or return of the relevant Products. In cases where XXXXXX receives notice of cancellation more than 2 working days’ prior to the planned despatch date for the relevant Products, the Purchaser will receive a full refund of the amount paid in respect of the relevant Products. 3.6 The Purchaser may not cancel Contracts for any shortfall below Products that are specially ordered by XXXXXX to fulfil the Price Purchaser’s order, provided that XXXXXX has informed the Purchaser of the Goods under the Contractthat fact. 4.6 If Seller's delivery note 3.7 The cancellation and refund policies in clause 3.5 and 3.6 are without prejudice to the Purchaser’s rights under clause 8 or package labelling states that the Packages in any other rights which the Goods are delivered are returnable to Seller, such Packages shall may not 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 palletsexcluded under applicable law.

Delivery. 4.1 Unless 3.1 AST’s standard shipping terms are Ex-works from the applicable AST facility (Incoterms 2020) unless otherwise agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order ConfirmationContract. 4.2 3.2 AST will notify the expected shipment date, and a delivery date where this is available. Should an order not arrive within three (3) days of the expected delivery date the Customer should notify AST by email or by telephone to their usual point of contact. Any dates quoted for shipment or delivery of the Goods or performance of Services are approximate only, and the time of delivery is not of the essence. A failure by the Customer to provide adequate delivery instructions for AST deliver any Products shall constitute a Relief Event. 4.3 In 3.3 If the event Products are received incomplete, incorrect or damaged, the Customer must notify AST within three (3) days of delay delivery. 3.4 For Customers who have not been extended a credit account, payment of the Charges for the Products in delivery, Buyer shall give written notice cleared funds is required prior to Seller requiring the delivery of the Products where those Products are in stock, and prior to ordering Products from suppliers when those Products are not in stock. Existing stock is subject to prior sale and will not be made within 14 days. Subject to Condition 4.4, if Seller assigned until cleared funds are received. 3.5 If the Customer fails to fulfil accept delivery of the delivery within 14 daysProducts then, Buyer shall be entitled except where such failure is caused by AST's failure to cancel comply with its obligations under the Order. Seller’s liability for such non-delivery will be limited to Contract: (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller Products shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by at 9am on the due date expected delivery date; and (b) AST shall store the Products until delivery takes place, and Seller may charge Buyer the Customer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following . 3.6 If, following the Effective Date of a Contract under which Customer has agreed to purchase, rent or lease Products, AST is unable to obtain any particular Products because they have been discontinued by the manufacturer or its usual suppliers, then AST may on written notice to Buyer, Seller may also sell the Customer cancel the Contract (to the extent it relates to such Products) without any of liability to the Goods at Customer. AST will use its reasonable endeavours to offer the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the ContractCustomer substitute Products with a similar or higher specification. 4.6 If Seller's delivery note 3.7 Products may not be returned after purchase, unless otherwise expressly agreed in writing by AST. AST reserves the right to charge a cancellation / restocking charge. For the avoidance of doubt, any returned Products must be in factory new condition, in original unopened packaging, and include any accessories or package labelling states that the Packages in which the Goods are delivered are returnable to Sellerperipherals. The cost of return shipping, such Packages taxes and duties shall be returned borne by the Customer. 3.8 AST shall have no responsibility to install the Products on delivery unless otherwise agreed in accordance writing with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsthe Customer.