Common use of Delivery Clause in Contracts

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

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

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

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

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

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

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

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

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

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

Delivery. 4.1 Unless agreed otherwise in writing (a) Contract delivery schedules and quantities are a material condition of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the partiesGoods. Once Xxxxx gives notice of the rejection of the Goods, all the risk of loss and damage to the Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at is with the place specified in Seller. Any acceptance of deliveries late to the Order ConfirmationContract delivery schedule will not waive Buyer's rights. 4.2 Any dates quoted for (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the Goods or performance of Services are approximate onlyunit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and time of delivery continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the essenceunit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. 4.3 (c) In the event of any anticipated or actual delay in deliverymeeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer shall give in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written notice recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller requiring the delivery to be made within 14 daysis excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid solely responsible for paying the undelivered Goods difference between the method of shipping specified and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goodsactual air or expedited rate incurred. 4.4 (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be liable for construed as a waiver by Buyer of any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences rights or authorisations to enable the Goods remedies provided by law or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery note schedules or package labelling states that the Packages in which blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered are returnable to Seller, such Packages Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable provide a response to an open order report issued by the Buyer at replacement value the frequency and no credit will be due on Packages for which a charge have been method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsthe Buyer within two (2) business days of the request.

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

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

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

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

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

Delivery. 4.1 Unless agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, 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 9.1 Delivery relies on prompt receipt of all payments, forms and proofs. It is the Buyer’s responsibility to send/return these in good time. 9.2 The Seller aims to dispatch an order 20 working days from receipt of the final proof. The Consumer Rights Act states that legally there is a default delivery period of 30 days during which the Seller needs to deliver the goods to the Buyer unless the Buyer has been notified of a longer timescale. If the Goods are not delivered within this time, a full refund will be given. 9.3 No specific delivery date can be agreed otherwise unless in writing from the Seller. 9.4 The Seller shall use its reasonable endeavours to meet any (non default) date agreed for delivery. In any event that delivery shall not be made by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at agreed date the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in losses, costs, damages or expenses incurred by the Buyer or any third-party arising directly or indirectly out of any failure to meet said delivery date. 9.5 The Seller is not responsible for delayed delivery due to circumstances beyond our control such as postal strikes or postal errors. If the Seller is aware of a problem the Buyer will be contacted immediately. 9.6 Delivery of the Goods or Services where shall be made to the Buyer's address specified on the order form and the order confirmation email. The Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable shall make all the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails arrangements necessary to take delivery of the Goods when whenever they are ready tendered for delivery. Once the first delivery or to provide any Delivery Information to enable on time deliveryattempt has been made, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any redelivery of the Goods is the responsibility of the Buyer. The Seller is not liable for any costs incurred if the Buyer is not able to take delivery at the best price reasonably obtainable in time any delivery attempts are made. 9.7 The Consumer Rights Act means the circumstances and charge Buyer Seller is responsible for any shortfall below the Price condition of the Goods under goods until the Contract. 4.6 goods are received by the Buyer, or by someone else you have nominated to receive them on their behalf. If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable arrived damaged, the Buyer is entitled to replacements only. These goods must be returned to the Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they postage costs will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made covered by the Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 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 (a) Contract delivery schedules and quantities are a material condition of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in writing by accordance with the partiesContract delivery schedule, all Goods Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date or the Contract delivery schedule due date, and continue until and including the date on which the Good(s) are delivered FCA (“Free carrier” to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as defined in INCOTERMS 2020®) to other remedies available to Buyer under the contract at the place specified in the Order Confirmationlaw or equity for other breaches of contract. 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 (c) In the event of any anticipated or actual delay in deliverymeeting the Contract delivery schedule (if provided by Buyer), Seller shall: (i) Promptly notify Buyer shall give in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written notice recovery schedule; and (iii) If requested by Xxxxx, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller requiring the delivery to be made within 14 daysis excused from prompt performance as provided in ¶ 16, FORCE MAJEURE. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid solely responsible for paying the undelivered Goods difference between the method of shipping specified and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goodsactual air or expedited rate incurred. 4.4 (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be liable for construed as a waiver by Buyer of any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences rights or authorisations to enable the Goods remedies provided by law or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery note schedules or package labelling states that the Packages in which blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule due date. Buyer shall not be required to make payment for Goods which are delivered are returnable to Seller, such Packages Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been respond to any inquiries made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsthe Buyer within two (2) business days of a request.

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 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 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 5.1 Delivery of Products under a Contract shall be made by the parties, all Goods are delivered FCA Buyer collecting the Products at the Seller's Premises at any time but within 14 days (“Free carrier” as defined in INCOTERMS 2020®the Delivery Period”) at after the Seller has notified the Buyer that the Products are available for collection or if some other place specified in for delivery is agreed by the Order ConfirmationSeller by the Seller delivering the Products to that place. 4.2 5.2 Any dates quoted for delivery of the Goods or performance of Services Products are approximate only, only and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods Products however caused. Failure to deliver by the quoted date will not be a sufficient cause for cancellation and the Seller will not be liable for any direct indirect consequential or Services where economic loss or any costs charges or expenses suffered or incurred by the Buyer failed due to provide written the delay in delivery. The Products may be delivered by the Seller in advance of the quoted delivery date having given reasonable notice to the Buyer. 5.3 Where the Products are to be delivered in instalments each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with Condition 4.3 these Conditions or for any delay that is caused by: (i) claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”)whole as repudiated. 4.5 5.4 If the Buyer refuses or fails to take delivery of the Goods when they are ready Products or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of the Seller's fault) then without prejudice to provide any Delivery Information other right or remedy available to enable the Seller the Seller may: 5.4.1 store the Products until actual delivery on time delivery, behalf of the Goods will Buyer whereupon a) delivery shall be deemed to have been delivered by taken place b) all risk in the due date and Seller may charge goods shall pass to the Buyer c) the Buyer shall be liable 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 ; 5.4.2 charge the Buyer interest on the Contract amount at the rate of 2.5% per annum above the base rate of Natwest Bank PLC from the end of the Goods Delivery Period to the actual date of delivery 5.4.3 sell the Products at the best price reasonably readily obtainable in and (after deducting all reasonable storage and selling expenses) account to the circumstances and Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the Price of the Goods under the ContractContract price. 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. 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 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 8.1 Except as otherwise agreed otherwise by both parties in writing by the parties, all Goods are delivered FCA EXW (“Free carrier” ex works) Seller’s manufacturing plant stated in the relevant purchase order. EXW (ex works) is as defined in INCOTERMS 2020®2010. The Buyer will provide at its expense adequate and appropriate equipment and manual labour for loading or off-loading (as appropriate) at the place specified in the Order ConfirmationGoods. 4.2 Any 8.2 All delivery dates quoted and times are estimates and not legally binding on the Seller, which will use its reasonable endeavours to make available for collection or deliver (as appropriate) on time. If no delivery of the Goods or performance of Services dates and/or times are approximate onlyspecified, and time delivery will be within a reasonable time. Time of delivery is will not be of the essence. 4.3 In 8.3 The Seller will be deemed not to be in breach of the event Contract, and (for the avoidance of doubt) will not be liable in contract, tort or otherwise howsoever and whatever the cause thereof, to the Buyer for any direct, indirect or consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, depletion of goodwill and similar), costs, damages, charges or expenses caused directly or indirectly by any delay or failure in the delivery of the Goods (even if caused by the Seller’s negligence) except as set out in this Condition 8. 8.4 Any additional costs incurred by the Seller for express deliveries undertaken at the request of the Buyer are for the account of the Buyer and will be added to the Prices and invoiced in accordance with Condition 15.2. 8.5 Any delay in delivery, delivery will not entitle the Buyer shall give to cancel the purchase order unless and until the Buyer has given 14 days’ written notice to the Seller requiring the delivery to be made and the Seller has not fulfilled the delivery within 14 daysthat period. If the Buyer cancels the purchase order in accordance with this Condition 8.5 then: 8.5.1 the Seller will refund the Buyer any sums which the Buyer has paid to the Seller in respect of that purchase order or part of the purchase order which has been cancelled; and 8.5.2 the Buyer will be under no liability to make any payments under Condition 15 in respect of that purchase order or part of the purchase order which has been cancelled. 8.6 Subject to Condition 4.413, if Seller fails to fulfil in the event of non-delivery within 14 days, of the Goods following the service of a written notice by the Buyer shall be entitled to cancel under Condition 8.5 the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 . The Seller shall not be liable will have no liability for any delay in delivery of failure to deliver to the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay extent that such failure is caused by: (i) a Force Majeure Event or (ii) by the Buyer’s failure to provide the Seller with adequate instructionsdelivery instructions or any other instructions that are relevant to the supply of the Goods. If the Buyer fails to provide written notice of non- delivery in accordance with Condition 8.5, information, licences or authorisations the Seller shall have no liability whatsoever to enable the Goods or Services to Buyer for such non-delivery and the Buyer shall be supplied on time (“Delivery Information”)liable for the Price of the Goods. 4.5 8.7 If the Buyer refuses or fails to take delivery of any of the Goods when they are ready or tendered for delivery (as appropriate) or to provide any Delivery Information instructions, documents, licences or authorisations required to enable the Goods to be delivered on time delivery(except solely on account of the Seller’s default), the Goods will be deemed to have been delivered on or by the due date and (without prejudice to its other rights) the Seller may may: 8.7.1 store or arrange for storage of the Goods until actual delivery or sale in accordance with Condition 8.7.3 and charge the Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following ; and/or 8.7.2 recover from the Buyer all wasted transport costs resulting from the Buyer’s refusal or failure to take delivery of the Goods when tendered for delivery; and/or 8.7.3 following written notice to the Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the Price of the Goods under the Contract, having taken into account any charges related to the sale and any charges referred to in Conditions 8.7.1 and 8.7.2. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

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

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

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

Delivery. 4.1 Unless 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 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 2.1 Delivery terms are as stated in writing the Agreement, or, if none are so stated, Delivered Duty Paid (DDP) the designated Timken facility. Delivery terms are governed by Incoterms 2010. 2.2 Seller shall deliver all Products and Services on the partiesdates specified by Timken, and meet all Goods of Timken’s required service levels. Time is of the essence for purposes of Seller’s delivery of Products and Services to Timken. Timken may reject any Pr oducts or Services not delivered on time (w hether early or late) and return such Products and Services at Seller’s risk and expense. Seller may not w ithhold delivery for any reason w ithout the prior w xxxxxx consent of Timken. 2.3 Seller shall deliver all Products and Services in the quantities specified by Timken in a purchase order. Forecast quantities are estimates for reference only and do not constitute binding commitments by Timken to purchase. Quantities delivered FCA in exc ess of ordered quantities may be returned at Seller’s risk and expense. 2.4 Risk of loss and damage to the Products remains w ith Seller until the Products have been delivered to Timken in accordance w ith the delivery terms. Notw ithstanding the preceding sentence, if the Products are received by Timken on consign ment, (a) risk of loss and damage to the Products, and responsibility for insuring the Products against loss and damage, remains w ith Seller until the time at w hich Timken either resells the Products or uses the Products in production (referred to as the “Free carrier” as defined in INCOTERMS 2020®end of the consignment period”), (b) title to the Products remains w ith Seller, and Timken has an absolute right to return the Products, up to the end of the consignment period, and (c) title to the Products passes to Timken at the place specified in end of the Order Confirmationconsignment period. 4.2 Any dates quoted for 2.5 If Seller has reason to believe that a delivery of Products or the Goods or performance of Services are approximate onlymay not be made w ithin the time required by the Agreement, or if an actual delay has occurred, Seller shall promptly send w xxxxxx notice to Timken, stating the cause and time of delivery is not expected duration of the essence. 4.3 In delay. During the event period of any delay, Seller shall at its sole cost and expense take all steps as are necessary or desirable to mitigate the effects of the delay in deliveryon Timken and minimize disruption of supply to Timken, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, including treating Timken no less favorably than any of its other customers if Seller fails is required to fulfil allocate goods or resources among its customers. If there is an anticipated or actual delay, or a threat by Seller to suspend delivery for any reason, Timken may, in addition to all other remedies available to it, take one or a combination 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 follow ing actions: (a) refunding any sums which Buyer has paid for the undelivered Goods direct Seller to ship, at Seller’s sole cost and expense, Products using an expedited method of transportation such as express air freight, (b) the reasonable and proper acquire substitute Products or Services from other sources, in w hich case Seller shall reimburse Timken for any additional costs and expenses incurred by Buyer in obtaining replacement goods expenses, including incidental costs of similar description cover, and quality in ( c) cancel or reduce 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 quantities under the ContractAgreement. Timken w ill have no liability to Seller w ith respect to the cancelled or reduced quantities. 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 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 agreed otherwise 7.1. The Goods shall be delivered in writing by accordance with the partiesterms stated overleaf. Where the terms of delivery are not stated overleaf, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any dates quoted for then delivery of the Goods or performance of Services shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are approximate onlyready for collection or, and time of if some other place for delivery is not of agreed by the essenceSeller, by the Seller delivering the Goods to that place. 4.3 In 7.2. The date for delivery as stated overleaf is only an estimate and the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in writing. The Goods may be delivered or Services where Buyer failed shipped by the Seller in advance of the date of delivery stated overleaf on giving reasonable notice to provide written notice the Buyer. 7.3. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with Condition 4.3 these Terms or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated. 7.4. If the Seller fails to deliver the Goods (or any instalment) for any delay that is caused by: (i) a reason other than any cause due to Force Majeure Event or (ii) the Buyer’s failure fault, and the Seller is accordingly liable to provide Seller with adequate instructionsthe Buyer, information, licences or authorisations the Seller’s liability shall be limited to enable the Goods or Services excess (if any) of the cost to be supplied on time the Buyer (“Delivery Information”)in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods. 4.5 7.5. If the Buyer refuses or fails to take delivery of the Goods when they are ready for or fails to give the Seller adequate delivery instructions prior to delivery (otherwise than by reason of the Seller’s fault) then, without limiting any other right or remedy available to provide any Delivery Information to enable on time deliverythe Seller, the Seller may: (a) store the Goods will be deemed to have been delivered by until actual delivery and charge the due date and Seller may charge Buyer for all related the reasonable costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also ) of storage; or (b) sell any of the Goods at the best price reasonably readily obtainable in and (after deducting all reasonable storage and selling expenses) account to the circumstances and Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the Price of the Goods price under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing by 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 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 Goods, and (b) reimbursing Buyer for the reasonable and proper external costs and expenses incurred by Buyer Buyer, in obtaining replacement goods of similar description and quality in quality, at the cheapest lowest available market availableprice, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences licenses or authorisations authorizations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to BuyerXxxxx, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing 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 (a) Time is of the essence on all deliveries. Unless agreed otherwise in writing by indicated, the parties, all Goods delivery date(s) for this Order are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in dates required on the Order Confirmation. 4.2 Any dates quoted face hereof for the delivery of the Goods ("Delivery Date") in the quantities and manner specified in this Order. HSY may cancel or performance modify this Order and will not be held responsible for any losses resulting if the fulfillment of Services are approximate onlyany of the terms or provisions of this contract is delayed or prevented by fire, acts of God, or other casualty, accident, strikes, government acts, or, without limiting the foregoing, by any other cause not within the control of HSY, and time which, by the exercise of delivery reasonable diligence HSY is not unable to prevent, whether of the essenceclass of causes hereinbefore enumerated or not. If Seller breaches, defaults, delays or otherwise fails to comply with any provision in this Order, HSY may cancel this Order, in whole or in part, without cost to HSY. 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) Seller may not rely on a course of performance, prior course of dealings or trade usage to imply an agreement to extend 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 Goodsspecified Delivery Date. 4.4 Seller shall (c) If Delivery Date(s) cannot be liable for met, Seller must immediately inform HSY in writing, prior to the Delivery Date, of Seller’s best possible reasonable Delivery Date(s) subject to HSY’s acceptance. In addition to any delay in delivery of other rights and remedies HSY may have under this Order or provided by applicable law, if deliveries are not made at the Goods or Services where Buyer failed time agreed upon, HSY may opt to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event request that Seller ship the Goods by different and/or expedited delivery (cost of alternative means of or expedited shipment to be borne exclusively by Seller), or (ii) Buyer’s failure to provide Seller with adequate instructionscancel this Order and terminate the contract, informationin whole or in part, 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 providing written notice to BuyerSeller, and HSY shall have the right to purchase comparable Goods elsewhere and Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances shall be accountable and charge Buyer shall indemnify HSY for any shortfall below loss, additional cost claims, damages and expenses arising from such expedited delivery or cancellation or from Seller's failure to meet the Price of the Goods under the ContractDelivery Date. 4.6 If (d) The Goods may not be manufactured, packaged, stored, sampled or tested at or shipped from any location other than the facility on the face of this Order or the Specifications without HSY’s prior written consent. (e) All Goods to be delivered to HSY under this Order, and any property owned by HSY which is in Seller's delivery note ’s care, custody, or package labelling states that the Packages in which the Goods are delivered are returnable to Sellercontrol, 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 insured by Seller against loss or damage resulting from fire, or allied perils. Property insurance will be due provided on Packages an all risk basis, subject only to standard industry exclusions. The Goods to be delivered to HSY and the property of HSY will be insured for which replacement cost, with HSY to be included as loss payee. Upon request Seller will supply HSY with a charge have been made by SellerCertificate of Insurance, meeting the requirements of HSY as determined in its sole and absolute discretion, covering the same and listing Seller as insured and HSY as loss payee providing that HSY will receive at least thirty (30) days prior written notice to such cancellation or material change. "Packages" shall include bulk tankersSeller will also maintain in force, minibulksreasonable comprehensive general and product liability insurance, flexisautomobile liability, crates, boxes or other containers and palletsworkers’ compensation insurance.

Delivery. 4.1 Unless agreed otherwise Deliveries by BModesto outside The Netherlands are made Ex Works (EXW, Incoterms). Buyer must transport or procure to transport the Goods in writing conformity with the storage conditions (temperature etc.) as prescribed by BModesto. In case BModesto is statutory obliged to obtain a license for sale or export of certain products, e.g. for opiates, BModesto shall then obtain such license. Buyer is solely responsible for obtaining any permits and licenses for export of the partiesGoods from The Netherlands to his desired country of destination. Notwithstanding the foregoing, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at BModesto shall use reasonable endeavours to support the place specified in the Order Confirmationobtaining of such licenses and permits. 4.2 Any dates quoted for delivery Deliveries by or on behalf of BModesto in The Netherlands are made Delivery Duty Paid (DDP, Incoterms). For such deliveries, BModesto shall deem to have fulfilled its duty to deliver by offering the Goods once. The receipt signed by Buyer 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 by a person reasonably understood to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, representing Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited the proof of delivery. In case of refusal to (a) refunding any sums which Buyer has paid for accept the undelivered delivered 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 deliveryinstantly, 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 of transport, storage and insurance)other expenses will be entirely at the expense of Buyer. Following written notice In the event the Goods are not accepted instantly, BModesto is entitled to Buyer, Seller may also sell any of store the Goods at the best price reasonably obtainable in the circumstances expense and charge Buyer for any shortfall below the Price risk of Buyer, respectively keep the Goods stored and invoice the Goods without it being possible to refuse payment due to the fact de Goods have not been accepted. 4.3 Delivery times indicated or agreed are deemed to be approximate delivery times and will not bind BModesto. Any delay in delivery times will not entitle Buyer to claim any compensation, to refuse the delivery or to entirely or partly cancel the Agreement or entirely or partly suspend the fulfilment of any obligation of Buyer under the ContractAgreement. 4.6 If Seller's delivery note or package labelling states that the Packages in which 4.4 BModesto is entitled to deliver the Goods are delivered are returnable ordered in multiple partial deliveries. BModesto is entitled 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 palletsinvoice upon each separate partial delivery.

Delivery. 4.1 Unless agreed otherwise in writing by Delivery of all Products shall be F.O.B. Port of Seattle, Washington, U.S.A. or with respect to the partiesTully's Products (except for roasted coffee beans) that originate from countries other than the U.S., all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at F.O.B., a port of the place specified in the Order Confirmation. 4.2 Any dates quoted for country of origin of such products. Title and risk of loss shall pass to Buyer upon delivery of the Goods or performance of Services are approximate only, and time of delivery is not of Tully's Products to 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 dayscarrier. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled responsible for all freight charges, freight insurance and all import, export, duties, taxes and charges imposed by the international transportation of the Tully's Product. Buyer shall also be responsible for compliance with any export and import policies and procedures in the receiving country, including special licenses, packaging, marking and labelling standards, and any other requirements established by any governing agency. Seller shall use commercially reasonable efforts to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid accept purchase orders for the undelivered Goods and Tully's Products that Buyer from time to time places. If Seller accepts an order for the Tully's Products, Seller shall deliver its acceptance to Buyer within three (b3) 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 business days after its receipt of the relevant Goods. 4.4 order. Seller shall have the right to accept individual components of a particular purchase order even if other components are not accepted. Further, Seller shall use commercially reasonable efforts to deliver to the carrier all the Tully's Products within twenty-one (21) days of its acceptance of Buyer's purchase order or such other lead times as are prescribed by Seller in Schedule 1 for particular products from time to time, provided payment has been arranged in accordance with paragraph 2.3 below. Seller shall not be liable for any damages resulting from late shipments. However, Seller shall inform Buyer as soon as reasonably possible, in case of a 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”). 4.5 an order. 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 Buyerspecify a carrier, Seller may also sell elect a carrier at Buyer's risk and expense. Buyer shall have the right to inspect and accept or reject any shipped Product for a period of five (5) days following the Goods completion of customs clearance thereof in Japan. Product may only be rejected if it is damaged or defective. If properly rejected as damaged or defective, Buyer shall ship such Tully's Product to Seller 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 expense unless requested by Seller to dispose of such products in Japan, and the purchase order adjusted accordingly. No product may be rejected without written documentation of any alleged damage or package labelling states that the Packages in which the Goods are delivered are returnable defect reasonably acceptable to Seller. In the event that Seller does not accept a purchase order (or any component thereof) from Buyer, such Packages the parties shall be returned engage in accordance good faith discussions 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 palletsregard to allowing Buyer to procure any non-accepted item from alternative sources.

Delivery. 4.1 Unless agreed otherwise 4.1. The Delivery of the Products shall be effected in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) one or more consignments at the place specified Point of Delivery by such means as Med Petroleum shall deem appropriate in the Order Confirmationcircumstances. 4.2 Any dates quoted for 4.2. The Buyer shall make all connections or disconnections between the pipelines or delivery hoses and the Vessel’s receiving lines and shall provide all necessary equipment to receive promptly each and every consignment 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, The Buyer shall be entitled to cancel responsible for ensuring that 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 Products are delivered at a safe rate and (b) the reasonable pressure and proper costs that all equipments utilised are in a safe 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 Goodssatisfactory condition. 4.4 Seller 4.3. Med Petroleum shall not be liable to the Buyer for any delay in delivery loss or demurrage due to congestion of the Goods terminal, or Services where prior commitments of the available barges. 4.4. Med Petroleum shall not be required to deliver the Products into any of the Vessel's tanks which are not regularly used for bunkers. 4.5. If the Buyer failed causes delays to provide written notice Med Petroleum's or the Physical Supplier's facilities in accordance with Condition 4.3 effecting deliveries, the Buyer shall pay demurrage at Med Petroleum's or the Physical Supplier’s established rates, and reimburse Med Petroleum or the Physical Supplier for all other expenses in connection therewith. 4.6. The Buyer shall be liable for any delay that is caused by: (i) a Force Majeure Event or (ii) expenses incurred by Med Petroleum resulting from the 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 full quantity of the Products agreed to by the Buyer including but not limited to any loss on the resale of the Products and the Buyer shall bear the risk of the return transport, demurrage on the barge or trucks, storage or selling of the Products. 4.7. The buyer shall indemnify and hold harmless Med Petroleum against all damage and liabilities arising from any acts or omissions of the Buyer or its servants, ship’s officers or crew in connection with the delivery or to provide any Delivery Information to enable on time deliveryof the Products under these Terms and Conditions. 4.8. Where delivery is required during other than regular business hours, and is permitted by applicable regulations. The Buyer shall pay all overtime and extra expenses incurred. 4.9. Med Petroleum’s liability shall cease and delivery of the Goods will Products shall be deemed completed, and risk of loss, damage, deterioration, depreciation, evaporation, etc shall pass 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 ContractVessel's permanent flange connection. 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 The Goods shall be delivered to, and the Services shall be performed at, the address specified by the partiesCompany on the date or within the period stated in the Order, in either case during the Company’s usual business hours. The Company reserves the right to amend any delivery instructions. Delivery shall be deemed to be made on receipt of the Goods and/or the Services by the Company in accordance with all terms of the Contract. 6.2 In order to confirm receipt of a delivery of Goods are delivered FCA (“Free carrier” as defined the Seller shall obtain, on delivery, the signature of a representative of the Company or the person to whom the Seller has been instructed to effect delivery of the Goods. This confirmation shall be evidence of delivery only but shall not amount to acceptance of the Goods. 6.3 Time of delivery of the Goods and of performance of the Services is of the essence of the Contract. Notwithstanding this, if for any reason the Company requests delivery or performance to be delayed, the Seller shall agree to such request at no extra cost to the Company and the provisions of this Contract Term 6 shall apply to any such revised date for delivery or performance. 6.4 The Goods shall be marked in INCOTERMS 2020®) accordance with the Company’s instructions and shall be properly packed, secured and despatched at the Seller’s expense to arrive in good condition by the delivery date and at the place specified in the Order ConfirmationOrder. 4.2 Any dates quoted for 6.5 The Seller shall, at its own expense, furnish such production and delivery of plans as the Goods Company may reasonably require and shall give in writing notice to the Company immediately if such programmes are or performance of Services are approximate only, and time of delivery is not of the essencemay be delayed. 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 6.6 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 Sellerthe wrong destination the Seller will be held responsible for any additional expense in delivering them to their correct location. 6.7 Unless otherwise provided by the Contract, such Packages all Packaging supplied by the Seller shall be returned considered as non-returnable, and their cost included in accordance with such instructionsthe Price. If such Packages are not so returned Where the Company agrees to return Packaging, full disposal particulars must be quoted on the Seller’s delivery advice note. The empties must have legible marks to show to whom they belong and the Seller will be chargeable at replacement value required to bear all carriage and cartage charges of the Packaging. The Company accepts no credit will be due on Packages liability for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes Packaging lost or other containers and palletsdamaged in transit.

Delivery. 4.1 Unless agreed otherwise Delivery of the Goods and/or Services will take place strictly in writing by the partiesaccordance with Crest Nicholson’s delivery requirements, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified whether given in the relevant Order Confirmation. 4.2 Any dates quoted for or separately. Each delivery of the Goods or performance of Services are approximate only, and must be clearly marked in accordance with the Specification and/or the Order. 4.2 The Provider acknowledges that 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 essence for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods all deliveries 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 that any delay in the delivery of the Goods or and/or Services where Buyer failed may cause Crest Xxxxxxxxx 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”)incur loss and expense. 4.5 If Buyer refuses or fails 4.3 Crest Xxxxxxxxx will be under no obligation to take accept delivery of the Goods when they are ready for and/or Services before the specified delivery time, but reserves the right to do so. 4.4 Crest Xxxxxxxxx will not be obliged to accept quantities of the Goods that vary from those specified in the Specification or to provide any Delivery Information to enable on time delivery, the Order. 4.5 The Goods will be properly packed and secured in such a manner as to reach their destination undamaged and in good condition. Delivery will include the safe transportation of the Goods to the relevant delivery address and the safe unloading, hoisting, distributing and placing in position as required by Crest Xxxxxxxxx. The Provider accepts full liability for any damage to the Goods occurring prior to completion of their delivery. 4.6 When delivering the Goods, the Provider will ensure that it fully coordinates and co-operates with any other contractors or suppliers working at the delivery address. 4.7 Where, and to the extent that, any facilities, plant, scaffolding or equipment are required to be provided to the Provider in order that it may comply with its delivery obligations, Crest Xxxxxxxxx will instruct on availability, timing and use. Crest Xxxxxxxxx will not accept any claims for costs or expenses incurred by the Provider due to non-availability or breakdown of any plant, scaffolding or equipment to be provided. 4.8 The Provider will clear away all rubbish and debris resulting from delivery and leave clean all areas affected by delivery. Crest Xxxxxxxxx will not be obliged to return to the Provider any packaging materials for the Goods. Where available, the Provider will provide a take-back scheme for leftover materials, packaging and protection. 4.9 The Provider is deemed to have been delivered by satisfied themselves regarding 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 conditions of the Goods at the best price reasonably obtainable in the circumstances delivery address, working spaces, material storage space and charge Buyer for means of vehicular access. The Provider will bear its own costs, expenses or loss incurred by reason of any shortfall below the Price lack of the Goods under the Contractknowledge or foregoing. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless 5.1 If the total value of the Goods ordered from the Company in any one order (exclusive of VAT) is above the Minimum Carriage Paid Order Value, delivery of the Goods shall take place at the Customer’s premises or the destination agreed between the Customer and the Company, unless otherwise agreed in writing writing. 5.2 If the total value of the Goods ordered from the Company (exclusive of VAT) is below the Minimum Carriage Paid Order Value, delivery of the Goods shall take place ex-works at the Company’s premises, unless the Company agrees, at the Customer’s request and expense, to deliver the Goods to the Customer or to a place specified by the partiesCustomer or agrees to arrange for carriage of the Goods to such place on the Customer’s behalf, all unless otherwise agreed in writing. 5.3 Where the Goods are delivered FCA (“Free carrier” as defined to be collected from the Company’s premises, the Company will notify the Customer when the Goods are ready for collection and the Customer will arrange a time to collect the Goods with the Company in INCOTERMS 2020®) at accordance with the place specified Company’s booking in system which must be within 7 days of the Order ConfirmationCompany notifying the Customer that the Goods are ready for collection. 4.2 5.4 Any dates quoted specified by the Company for delivery of the Goods or performance availability for collection of Services the Goods are approximate only, intended to be an estimate and time of for delivery is shall not be of the essence. 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. 5.5 Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel other provisions of these Conditions the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor shall any delay entitle the Customer to terminate or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or rescind the Contract unless such delay exceeds 180 days. 5.6 If for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable reason the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or Customer fails to take accept delivery of any of the Goods when they are ready for delivery delivery, fails to collect the Goods in accordance with condition 5.3 or if the Company is unable to provide any Delivery Information to enable deliver the Goods on time deliverybecause the Customer has not provided appropriate instructions, documents, licences or authorisations: 5.6.1 risk in the Goods will shall pass to the Customer (including for loss or damage caused by the Company’s negligence); 5.6.2 the Goods shall be deemed to have been delivered by delivered; and 5.6.3 the due date and Seller Company may charge Buyer store the Goods until delivery, whereupon the Customer shall be liable for all related costs and expenses (including for demurrage claimsincluding, wasted transportwithout limitation, storage and insurance). Following written notice . 5.7 If the Company agrees in writing, at the Customer’s request, to Buyerdeliver the Goods to premises or a place which is unattended, Seller may also sell risk in the Goods shall pass to the Customer on delivery to the place specified by the Customer. 5.8 Where delivery is to take place at the Customer’s premises or a place specified by the Customer the Customer shall provide at the place of delivery and at its expense adequate and appropriate equipment and manual labour for unloading the Goods. 5.9 If the Company delivers to the Customer a quantity of Goods of up to 10% more or less than the quantity ordered by the Customer and accepted by the Company, the Customer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of pro rata Contract rate. 5.10 The Company may deliver the Goods under by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of 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 5.11 Each instalment shall be returned in accordance with such instructionsa separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Customer to repudiate or cancel any other Contract or instalment. 5.12 All pallets are returnable. If such Packages A charge of £15 per pallet will be payable if the pallets are not so returned they will to the Company undamaged and in a good and reusable condition within 21 days of delivery. Alternatively, sound exchange pallets may be chargeable returned to the Company 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 time of delivery.

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 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 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 (a) Time is of the essence on all deliveries. Unless agreed otherwise in writing by indicated, the parties, all Goods delivery date(s) for this Order are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in dates required on the Order Confirmation. 4.2 Any dates quoted face hereof for the delivery of the Goods ("Delivery Date") in the quantities and manner specified in this Order. HSY may cancel or performance modify this Order and will not be held responsible for any losses resulting if the fulfillment of Services are approximate onlyany of the terms or provisions of this contract is delayed or prevented by fire, acts of God, or other casualty, accident, strikes, government acts, or, without limiting the foregoing, by any other cause not within the control of HSY, and time which, by the exercise of delivery reasonable diligence HSY is not unable to prevent, whether of the essenceclass of causes hereinbefore enumerated or not. If Seller breaches, defaults, delays or otherwise fails to comply with any provision in this Order, HSY may cancel this Order, in whole or in part, without cost to HSY. 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) Seller may not rely on a course of performance, prior course of dealings or trade usage to imply an agreement to extend 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 Goodsspecified Delivery Date. 4.4 Seller shall (c) If Delivery Date(s) cannot be liable for met, Seller must immediately inform XXX in writing, prior to the Delivery Date, of Seller’s best possible reasonable Delivery Date(s) subject to HSY’s acceptance. In addition to any delay in delivery of other rights and remedies HSY may have under this Order or provided by applicable law, if deliveries are not made at the Goods or Services where Buyer failed time agreed upon, HSY may opt to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event request that Seller ship the Goods by different and/or expedited delivery (cost of alternative means of or expedited shipment to be borne exclusively by Seller), or (ii) Buyer’s failure to provide Seller with adequate instructionscancel this Order and terminate the contract, informationin whole or in part, 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 providing written notice to BuyerSeller, and HSY shall have the right to purchase comparable Goods elsewhere and Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances shall be accountable and charge Buyer shall indemnify HSY for any shortfall below loss, additional cost claims, damages and expenses arising from such expedited delivery or cancellation or from Seller's failure to meet the Price of the Goods under the ContractDelivery Date. 4.6 If (d) The Goods may not be manufactured, packaged, stored, sampled or tested at or shipped from any location other than the facility on the face of this (e) All Goods to be delivered to HSY under this Order, and any property owned by HSY which is in Seller's delivery note ’s care, custody, or package labelling states that the Packages in which the Goods are delivered are returnable to Sellercontrol, 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 insured by Seller against loss or damage resulting from fire, or allied perils. Property insurance will be due provided on Packages an all risk basis, subject only to standard industry exclusions. The Goods to be delivered to HSY and the property of HSY will be insured for which replacement cost, with HSY to be included as loss payee. Upon request Seller will supply HSY with a charge have been made by SellerCertificate of Insurance, meeting the requirements of HSY as determined in its sole and absolute discretion, covering the same and listing Seller as insured and HSY as loss payee providing that HSY will receive at least thirty (30) days prior written notice to such cancellation or material change. "Packages" shall include bulk tankersSeller will also maintain in force, minibulksreasonable comprehensive general and product liability insurance, flexisautomobile liability, crates, boxes or other containers and palletsworkers’ compensation insurance.

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

Delivery. 4.1 Unless 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 ConfirmationAgreement, or i f no date is specified, within a reasonable time after receipt of Buyer’s purchase order, subject to the availability of finished Goods. The delivery and/or shipping schedule is the best 3.2 Seller may, in its sole discretion, without liability or penalty, deliver partial shipments of Goods to Buyer as they become available, in advance of the quoted delivery date. If the Goods are to be delivered in installments, then insofar as each shipment is subject to the same Agreement, the Agreement will be treatedas a single contract and not severable. 4.2 Any dates quoted 3.3 Seller shall make the Goods available to Buyer at Seller’s factory or designated shipment point (each, “Seller’s Shipment Point”) using Seller’s standardmethods for packaging andshipping such Goods. Buyer shalltake deliveryofthe Goods within five (5) days of Seller’s written notice that the Goods have been delivered to the Seller’s Shipment Point. 3.4 If for any reason, Buyer fails to accept delivery of any of the Goods onthe date fixedpursuant to Seller’s notice that the Goods have beendeliveredat the Seller’s Shipment Point, 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 is unable to fulfil deliver the delivery within 14 days, Buyer shall be entitled to cancel Goods at the Order. Seller’s liability for such non-delivery will be limited to Shipment Point on suchdate because Buyer has not provided appropriate instructions, documents, licenses or authorisations: (a) refunding any sums which Buyer has paid for title andrisk of loss to the undelivered Goods and shall passto Buyer; (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 Goods 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 beendelivered; 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 insuranceandinsurance). 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 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 (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 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 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 The Supplier shall deliver the Goods in accordance with any delivery timescales, delivery dates and delivery instructions (to include, without limitation, as to delivery location and delivery times) set out in the Specification and Tender Response Document, the Order Form or as otherwise agreed otherwise with the Authority in writing. Delivery shall be completed when the Goods have been unloaded at the location specified by the Authority and such delivery has been received by a duly authorised agent, employee or location representative of the Authority. The Authority shall procure that such duly authorised agent, employee or location representative of the Authority is at the delivery location at the agreed delivery date and times in order to accept such delivery. Any arrangement by which the Goods are collected by the Authority in return for a discount on the Contract Price shall be agreed by the Parties in writing by (where due to an emergency such arrangements cannot be committed to writing prior to collection, the partiesParties shall confirm such arrangements in writing as soon as possible following collection). Where the Authority collects the Goods, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at collection is deemed delivery for the place purposes of the Contract. The Supplier shall ensure that a delivery note shall accompany each delivery of the Goods. Such delivery note shall contain the information specified in the Order Confirmation. 4.2 Any Specification and Tender Response Document or as otherwise agreed with the Authority in writing. Where such information requirements as to the content of delivery notes are not specified or separately agreed, such delivery notes shall, as a minimum, contain the Authority’s order number, the name and address of the Authority, a description and quantity of the Goods, and shall show separately any extra agreed charges for containers and/or any other item not included in the Contract Price or, where no charge is made, whether the containers are required to be returned. Part deliveries and/or deliveries outside of the agreed delivery times/dates quoted for may be refused unless the Authority has previously agreed in writing to accept such deliveries. Where delivery of the Goods or performance is refused by the Authority in accordance with this Clause 53.4 of Services are approximate onlythis Schedule 11 of these Call-off Terms and Conditions, the Supplier shall be responsible for all risks, costs and time of expenses associated with the re-delivery is not of the essence. 4.3 In Goods in accordance with the event of delay in deliveryagreed delivery times/dates. Where the Authority accepts delivery more than five (5) days before the agreed delivery date, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer Authority shall be entitled to cancel charge the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid Supplier for the undelivered costs of insurance and storage of the Goods and (b) until the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality agreed date for delivery. Unless otherwise set out in the cheapest market availableSpecification and Tender Response Document or agreed with the Authority in writing, less the Price of Supplier shall be responsible for carriage, insurance, transport, all relevant licences, all related costs, and all other costs associated with the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date location and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any unloading of the Goods at that location. Without limitation to the best price reasonably obtainable foregoing provision of this Clause 53.5 of this Schedule 11 of these Call-off Terms and Conditions, unless otherwise stated in the circumstances Specification and charge Buyer Tender Response Document or agreed with the Authority in writing, the Supplier shall be responsible for obtaining all export and import licences for the Goods and shall be responsible for any shortfall below delays to the Price delivery time due to such licences not being available when required. In the case of any Goods supplied from outside the United Kingdom, the Supplier shall ensure that accurate information is provided to the Authority as to the country of origin of the Goods under and shall be liable to the Contract. 4.6 If Seller's delivery note Authority for any extra duties or package labelling states that the Packages in taxes for which the Authority may be accountable should the country of origin prove to be different from that set out in the Specification and Tender Response Document. All third party carriers engaged to deliver the Goods are delivered are returnable to Seller, such Packages shall at no time be an agent of the Authority and accordingly the Supplier shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value liable to the Authority for the acts and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsomissions of all third party carriers engaged to deliver the Goods to the Authority.

Delivery. 4.1 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 by (a) If the parties, all Customer nominates their own to arrange their transport to deliver the Goods to the Customer then risk will pass when the Goods are delivered FCA loaded onto the Customer’s nominated transportation and the Customer shall be responsible for arranging the insurance of the Goods. (“Free carrier” as defined in INCOTERMS 2020®b) at Where the place specified Customer has nominated their own transport for delivery the Binder Group shall not be liable to the Customer for any loss in the Order Confirmationevent of any failure in delivery or to arrange insurance. 4.2 Any dates quoted (c) While the Binder Group shall use all reasonable endeavors to meet agreed delivery dates, the Binder Group shall not be liable to the Customer for delivery any loss or damage whatsoever should it be delayed or prevented from delivering Goods, or otherwise performing any of its contractual obligations due to any cause or circumstances beyond the Goods or performance of Services are approximate only, and time of delivery is not of the essenceBinder Group’s reasonable control. 4.3 (d) In the event of any delay in delivery or supply, as aforesaid, the due date shall be deferred for a period equal to the time lost by reason of the intervening cause or circumstance. Delivery dates are not to be treated as an essential condition of the sale. (e) Subject to clause 10(e), delivery dates shall not be varied once they have been agreed, without the Binder Group’s prior written approval. Should the Binder Group agree to postpone delivery, Buyer the Goods in question shall give written notice be stored at the Customer’s risk and the Binder Group reserves the right to Seller requiring impose a weekly storage charge. Where delivery is postponed for more than 3 months the Binder Group at the Binder Group’s discretion to reflect the Binder Group’s current list price may increase any fixed contract prices. (f) The Binder Group may at its discretion sell any Goods still in its possession three (3) months after the mutually agreed deferred delivery date and seek damages for any loss incurred by the Binder Group as a result of the deferment in 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 Goodsdate. 4.4 Seller (g) The Binder Group shall not be liable for any delay in late delivery or non-delivery of goods and under no circumstances shall the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or Binder Group be liable for any loss, damage or delay that is caused by: (i) a Force Majeure Event occasioned to the Applicant or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences its Applicants arising from late or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”)non-delivery of Goods. 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 h) The Binder Group is not responsible for any shortfall below loss or damage to Goods in transit. The Binder Group may render to the Price Applicant such assistance as may be necessary to press claims on carriers in relation to the loss or damage of the Goods under the Contractin transit. 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 12.1 Wafers shall be delivered by Chartered to STATS for the performance of the Works Exworks (STATS' factory in writing Singapore) (Incoterms 2000). Title to the Wafers and/or Units (including finished goods and work-in-progress) and equipment purchased or procured by Chartered for the partiesperformance of the Works, all Goods are delivered FCA (“Free carrier” as defined shall be vested in INCOTERMS 2020®) at Chartered throughout the place specified in performance of the Order ConfirmationWorks. 4.2 Any dates quoted for delivery 12.2 STATS shall strictly adhere to the cycle times that have been mutually agreed between the Parties, and good Wafers and/or Units and (if requested by Chartered or End Customer) reject Wafers and/or Units shall be delivered, Exworks (STATS' factory in Singapore) (Incoterms 2000). STATS shall immediately give Chartered written notice of any prospective failure to deliver within the Scheduled Delivery Date. 12.3 STATS shall deliver all quantities of Wafers and/or Units to Chartered and/or End Customer in STATS standard containers and packaging which comply with Chartered's specifications as notified by Chartered to STATS from time to time, with proper labels identifying the specific Product lot number and shall be accompanied by an invoice specifying the purchase order number, quantity and agreed processing documentation. STATS shall forward a copy of the Goods bill of lading or performance of Services are approximate onlythe airway bill as soon as practicable to Chartered for the delivered Waferx xxd/or Units, and time of delivery is not a monthly report furnishing the details of the essencemonth's shipment made to the End Customer, for GST billing purposes. 4.3 In 12.4 STATS shall not scrap any Wafers and/or Units without first seeking the event prior written permission 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 GoodsChartered. 4.4 Seller shall not be liable for 12.5 If at any delay in delivery time, STATS decides to discontinue its manufacture 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 parts due to equipment or process obsolescence, STATS shall notify Chartered in writing of its intention and ensure that Chartered receives such notification no less than 6 months before the best price reasonably obtainable intended date of discontinuance, in the circumstances and charge Buyer for any shortfall below the Price order to enable Chartered to place end-of-life orders before such intended date of the Goods under the Contractdiscontinuance. 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.been

Delivery. 4.1 Unless agreed 2.1. The goods will be delivered within a reasonable time of the delivery date on the Sales Order, subject to availability of finished Goods. Delivery dates stated or otherwise confirmed by Seller, whether in writing by or orally, are bona fide estimates but Seller cannot guarantee the parties, all Goods are delivered FCA (“Free carrier” as defined same and no liability shall attach to Seller 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 a delayed delivery. Delay shall in delivery, Buyer shall give written notice no circumstances amount to Seller requiring the delivery or be deemed to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil a breach or repudiation of the delivery within 14 days, Buyer shall be entitled to cancel the Sales 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 delays, loss or damage in delivery of transit. 2.2. 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: (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 PLUS Freight - flat rate to be supplied on time scaled (the “Delivery InformationPoint”). 4.5 If ) using Seller’s standard methods for packaging 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 three (3) business days of Seller’s written notice that the Goods have been delivered to the Delivery Point. If requested by Seller, Buyer shall be responsible for all loading costs and provide equipment and labor reasonably suited for receipt of the Goods at the Delivery Point. 2.3. 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. 2.4. 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 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 by the parties3.1 The Goods shall be delivered, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) properly packed and marked, at the agreed place specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality Unless otherwise expressly stated in the cheapest market availableAgreement, less delivery shall take place in accordance with the Price provisions of INCOTERMS 2000. Unless stated otherwise in the relevant Goods. 4.4 Purchase Order, Seller at its cost shall unload the Goods at the specified location. Seller shall not be liable for all or any delay in delivery of the damage, loss or destruction to any Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 property resulting from improper packaging or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructionshandling by Seller. Unless otherwise agreed, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will shall be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which taken place when the Goods are delivered are returnable handed (or services performed) over to SellerBuyer at Buyer's premises. Unless otherwise agreed, risk of damage to the goods passes upon delivery. 3.2 If Buyer is responsible for transportation, Seller shall in good time prior to dispatch, request dispatch instructions from Xxxxx. If Seller is responsible for transportation, he shall, in due time, send an advice note, advising of dispatch so that Xxxxx may make preparations for receipt of the Goods. 3.3 If Seller has reason to assume that any part of the delivery may be delayed, he shall notify Buyer promptly thereof. Seller shall, without undue delay, inform Xxxxx in writing about the cause of the delay, the estimated effect on the agreed time of delivery and proposed remedial actions to avoid or reduce the delay. If Xxxxxx's remedial action to avoid or reduce the delay is deemed to be inadequate, Buyer may demand Seller to take effect measures considered necessary. The costs of such Packages measures shall be returned borne by Seller. If the delay is caused by circumstances for which Xxxxx is responsible, Buyer may only demand that such measures are put into effect in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and the provisions given in clause 12. 3.4 In no credit will be due on Packages circumstances shall the Seller delay or suspend the delivery of goods for any reason whatsoever to the Buyer for which a charge have payment has not been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsreceived from Buyer.

Delivery. 4.1 Delivery of goods under the Order must be made in the quantities and on the dates specified by Buyer, and any failure of Seller to provide the same shall be a material breach of this Contract. Partial shipments shall be allowed only if expressly indicated in the Order. Unless agreed otherwise specified in writing by the partiesOrder, all Goods are delivered FCA delivery is Delivered Duty Paid (“Free carrier” as defined in INCOTERMS 2020®Incoterms 2010), Buyer’s location or such other destination as may be specified in the Order. Seller acknowledges that Buyer’s production and marketing schedules are based in part upon the delivery/completion date(s) at specified in the Order. Time and place of delivery are, therefore, of the essence with respect to Xxxxxx’s performance under the Order. Any provision in the Order or subsequent agreement by Buyer for installment deliveries of the items specified in the Order Confirmation. 4.2 Any dates quoted shall not be construed as a waiver of this requirement or as severing Seller’s obligations for full, on-time delivery of all items specified in the Goods Order. If Seller reasonably determines in good faith that it either cannot or may not complete delivery or performance at the specified time and place or in the specified manner, Seller shall promptly notify Buyer in writing and indicate the earliest possible date that it reasonably can complete conforming delivery and performance using Seller’s best efforts. Notwithstanding such notice, and notwithstanding that Seller’s failure to effect conforming delivery or performance may be or is the result of Force Majeure, as defined in Section 10, Seller’s failure to effect conforming delivery of goods or performance of Services are approximate onlyservices shall entitle Buyer, at Buyer’s sole option and time of delivery is not without any liability to Buyer hereunder, to do or cause to be done, in addition to any other remedies available to Buyer under this Contract, at law or in equity, one or more of the essence. 4.3 In following: revoke any prior acceptance of a partial delivery or performance by Seller, to return at Seller’s risk and expense all or any part of items delivered in partial satisfaction of the event of delay in deliveryOrder, 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 receive a refund of any sums which Buyer has amounts paid for to Seller pursuant to the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable 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, to require Seller to promptly correct all defects in delivery or performance and/or otherwise provide conforming goods or services from Seller, and to purchase substitute goods 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 the Order, any increased transportation cost resulting therefrom shall be paid for by Seller unless the necessity for such rerouting or expedited handling has been requested in writing by Xxxxx. Overshipments may be returned by Buyer at Seller’s risk and expense, or retained by Buyer at no increase in accordance with such instructionsprice. If such Packages are not so returned they will Unless specifically indicated in the Order, payment may 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 after acceptance of the goods or other containers and palletsservices.

Delivery. 4.1 8.1 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 Purchase Order Confirmationthe Seller must deliver the Goods DAP (as per Incoterms 2010) the address for delivery specified in the Purchase Order, on the date and at the time stipulated by the Buyer The Buyer accepts no responsibility for Goods delivered outside such date and/or time. 4.2 Any dates quoted for 8.2 The Seller must confirm the delivery time and date with the Buyer prior to delivery. 8.3 If the date of delivery of the Goods or performance is not specified in the Purchase Order but may be specified by the Seller after acceptance of Services are approximate onlythe Purchase Order, the Seller must give the Buyer reasonable notice of the specified date which date must be no later than 28 days from the date of the Purchase Order. 8.4 The date 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 is of the essence of the Contract. 8.5 The Seller must notify the Buyer failed to provide written notice in accordance with Condition 4.3 or immediately if for any delay that reason the Seller is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure unable to provide Seller with adequate instructions, information, licences or authorisations to enable deliver the Goods or Services to be supplied on time (“Delivery Information”)the due date. 4.5 If Buyer refuses 8.6 The Seller must ensure that a packing note quoting the number of the Purchase Order accompanies each delivery or fails to take delivery consignment of the Goods when they and is displayed prominently. 8.7 If the Goods are ready to be delivered by instalments, the Contract will be treated as a single contract and not severable provided that if any order for Goods is only partially fulfilled by the due delivery date, the Buyer may (without prejudice to any other right or to provide any Delivery Information to enable on time deliveryremedy) either accept or reject those Goods that have been delivered and, in either case, cancel the order in respect of those Goods that have not been delivered (in which case the price of the Goods will be apportioned accordingly). 8.8 The Buyer will be entitled to reject any defective Goods or for Goods delivered otherwise than in accordance with the Contract. The Buyer will not be deemed to have been accepted any Goods until the Buyer has had a reasonable time to inspect them following delivery (being no fewer than 10 days from the date of delivery). 8.9 If any Goods delivered are rejected by the due date and Buyer in accordance with these Conditions, the Seller must collect such Goods from the delivery address at the Seller’s expense. The Buyer may charge the Seller a daily storage charge for the period during which any rejected Goods remain uncollected. 8.10 The Seller must indemnify and keep the Buyer for indemnified from and against all related liability, loss, damages, costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice legal expenses) incurred by the Buyer arising from or in connection with the Seller’s failure to Buyer, Seller may also sell any of deliver the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned strictly in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value these Conditions, including (for the avoidance of doubt, and no credit will be due on Packages without limitation): (a) all costs incurred by the Buyer in handling, testing, storing and preparing reports in relation to faulty Goods; (b) all costs incurred by the Buyer to repair and repackage Goods damage in transportation or delivered in a condition unsuitable for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes resale; and (c) all losses of the Buyer arising from claims from the Buyer’s customers or any other containers and palletsthird party.

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 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 The Lessee shall accept delivery from the Supplier of all Relevant Vehicles purchased under this Master Agreement on behalf of the Relevant Lessor. Such delivery shall be deemed to constitute delivery of each such Relevant Vehicle by the Relevant Lessor to the Lessee for the undelivered Goods and purposes of the relevant Lease Contract. (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 Lessee 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 accepted the Relevant Vehicles as being in good condition and satisfactory for all purposes unless it shall notify the Relevant Lessor to the contrary within 7 days of delivery and in any event prior to signing and dating a Lease Contract in respect of the relevant Relevant Vehicle. (c) If the Lessee does not accept delivery of a Relevant Vehicle or if any Relevant Vehicle is not satisfactory for the Lessee’s purpose: (i) the Lessee shall not be bound to enter into a Lease Contract in respect of such Relevant Vehicle as required by paragraph (a) of clause 2.6; (ii) the Lessee shall be deemed, as between the Lessee and the Relevant Lessor, to have purchased such Relevant Vehicle as principal; (iii) the Relevant Lessor shall be released from any obligation to reimburse to the Lessee the Price, and if the Relevant Lessor has already paid to a Supplier or to the Lessee the Price, the Lessee shall forthwith repay such amount to the Relevant Lessor together with interest at the Interest Rate from the date of payment of such amount by the due Relevant Lessor to the date on which it is repaid to the Relevant Lessor; (iv) the Relevant Lessor shall assign to the Lessee, at the Lessee’s cost, all the Relevant Lessor’s rights, title and Seller may charge Buyer for interest in and to such Relevant Vehicle (if any) and its rights against the Supplier free from any Security Interest created by the Relevant Lessor; (v) the Lessee shall indemnify the Relevant Lessor and keep the Relevant Lessor indemnified against all related costs and expenses (including for demurrage claimsany Loss suffered, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any incurred or paid by the Relevant Lessor by reason of the Goods Lessee having acquired such Relevant Vehicle as agent of the Relevant Lessor save and to the extent that, in either case, any such Loss (or part thereof) is caused or contributed to by the Relevant Lessor’s own negligence or wilful default; and (vi) the Relevant Lessor shall repay to the Lessee any Rental actually paid by the Lessee to the Relevant Lessor in respect of any such Relevant Vehicle together with interest at the best price reasonably obtainable in Interest Rate from the circumstances and charge Buyer for any shortfall below date of receipt of such Rental by the Price of Relevant Lessor to the Goods under date on which it is repaid to the ContractLessee. 4.6 If Seller's (d) The Lessee shall, whether or not it accepts any Relevant Vehicle as satisfactory, pay all the costs of preparation, signage, livery and delivery note of such Relevant Vehicle and shall indemnify the Relevant Lessor and keep the Relevant Lessor indemnified against any Loss suffered, incurred or package labelling states that paid by the Packages Relevant Lessor in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance connection 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 palletscosts.

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 Unless If the Seller is responsible for delivery, the Seller shall deliver the Goods to the Buyer’s premises as set out in the Order or such other location as the parties may agree (the "Delivery Location"). 4.2 If delivery of the Goods is within the European Union, the Seller shall be responsible for delivery and the Goods shall be delivered DAP at the Buyer's premises unless the Seller has specifically agreed otherwise in writing by writing. 4.3 If delivery of the partiesGoods is to anywhere outside the European Union, all the Seller shall not be responsible for delivery and delivery of the Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) shall be EXW at the place specified premises of the Seller, any of the Seller’s affiliates or any of their third-party subcontractors, unless the Seller specifically agrees in writing to deliver the Order ConfirmationGoods to the Buyer, in which case delivery of the Goods shall be DAP at the Buyer's premises. 4.2 Any dates quoted 4.4 Time for delivery is given as accurately as possible but is not guaranteed. The Buyer shall have no right to damages or to cancel any Contract for failure 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 essence of Services are approximate onlyany Contract. Subject to the Buyer complying with Condition 4.5, and the Seller shall aim to deliver within 30 (thirty) days of any delivery time stated. 4.5 The Buyer shall notify the Seller within 5 (five) working days of the estimated date of delivery is not of notified by the essence. 4.3 In Seller in the event of delay non-delivery. 4.6 The date for delivery shall in deliveryevery case be dependent upon prompt receipt of all necessary information, final instructions, or approvals from the Buyer shall give written notice in connection with any act required to enable the Seller requiring to despatch the delivery Goods. 4.7 If any Order for Goods is to be made within 14 days. Subject delivered by several instalments to the Buyer, each such instalment shall be treated as a separate and identifiable Contract and the rights of either party under each Contract shall be construed accordingly, including that the Seller may suspend delivery whilst payment is overdue in respect of any previous instalment in accordance with Condition 4.4, if 3.5.1. 4.8 If the Seller fails to fulfil make delivery or makes defective delivery of any instalment, such failure or defective delivery shall not affect the obligations of the parties under the Contracts in respect of the other instalments. 4.9 The Seller will endeavour to comply with reasonable requests by the Buyer for postponement of delivery within 14 daysof the Goods but shall be under no obligation to do so. Where delivery is postponed otherwise than due to default by the Seller then, without prejudice to all other rights and remedies available to the Seller, the Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper pay all costs and expenses incurred by the Supplier, including a reasonable charge for storage and transportation. 4.10 The Seller is under no obligation to accept Goods which are returned to the Seller due to an error on the part of the Buyer (including over ordering of Goods or holding an excess of stock) (the "Returned Goods"). Where the Seller agrees in obtaining replacement goods of similar description and quality in writing to accept Returned Goods the cheapest market availableBuyer shall pay the full price for the Goods, less the Price following, to the Seller: 4.10.1 Goods returned within 30 days of delivery – 90% of the relevant Goodsprice will be refunded. 4.4 Seller shall not be liable for any delay in 4.10.2 Goods returned between 31 and 90 days (inclusive) after delivery – 80% 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 price will be supplied on time (“Delivery Information”)refunded. 4.5 If Buyer refuses or fails to take 4.10.3 Goods returned between 91 and 180 days (inclusive) after delivery – 60% of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods price will be deemed to have been delivered by the due date refunded. 4.10.4 Goods returned between 181 and Seller may charge Buyer for all related costs and expenses 270 days (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any inclusive) after delivery – 40% 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 palletsrefunded.

Delivery. 4.1 Unless agreed otherwise in writing by TIME IS OF THE ESSENCE WITH RESPECT TO ANY DELIVERY UNDER THIS PO. Delivery of all equipment, materials, items, articles, products, and merchandise (hereinafter “Products”) and consulting, creative, support, logistics, technical and all other services (hereinafter “Services”) shall be completed within the partiestime specified herein, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) or if no time is specified, within a reasonable time of receipt of the PO. Xxxx will be responsible for payment of reasonable freight charges for the shipment services, and of the designated carrier or designated type of transportation if indicated on this PO. Products will be shipped at the place specified lowest prices and upon the best terms and discounts prevailing at the time of shipment. If Seller for any reason anticipates difficulty in complying with the Order Confirmation. 4.2 Any dates quoted for required delivery date, or in meeting any of the Goods or performance other requirements of Services are approximate onlythis PO, and time of delivery is not of the essence. 4.3 In the event of delay Seller will promptly notify Xxxx in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 dayswriting. Subject to Condition 4.4, if If Seller fails to fulfil perform, or so fails to make progress as to endanger performance of this PO in accordance with its terms, and does not cure such failure within a period of ten (10) days (or such longer period as Xxxx may authorize in writing) Xxxx reserves the delivery within 14 days, Buyer shall be entitled right without liability in addition to cancel the Order. Seller’s liability for such non-delivery will be limited to its other rights and remedies (a) refunding to terminate by written notice all or any sums which Buyer has part of this PO and get a full refund for amounts paid for the undelivered Goods including any delivery costs; and (b) to purchase substitute goods elsewhere and charge the Seller with reasonable and proper additional costs and expenses incurred incurred. For Services provided under this PO without an accompanying Product, Xxxx may terminate this PO by Buyer in obtaining replacement goods providing Seller with at least (30) days advance written notice, with or without cause. Such Services provided under a fixed price will be billed on a percentage of similar description and quality in completion basis for effort expended up to the cheapest market available, less the Price receipt of the relevant Goods. 4.4 Seller a written notice of termination. Any provision herein for delivery of Product or Services by installment shall not be liable for any delay in delivery construed as rendering the obligations of the Goods or Services where Buyer failed Seller severable. As an alternate remedy, and in lieu of termination, Xxxx at its sole discretion may agree 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 extend the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery date 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 case Xxxx may (a) require delivery by fastest way and charges resulting from the Goods are delivered are returnable premium transportation must be fully prepaid and absorbed by Seller; and (b) withhold from payment to Seller, such Packages as a diminution in value as a result of the late delivery, a late delivery discount of two percent (2%) for each week that delivery is late up to twenty percent (20%) of the PO price. Title and risk of loss for the Products shall be returned in accordance with such instructionstransfer from Seller to Xxxx upon the Products delivery to Xxxx. If such Packages are In any event, Seller will continue performance of this PO to the extent 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 palletsterminated.