Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified in the 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 Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Company’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 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company. 4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 7 contracts
Samples: Supply of Goods & Services Agreement, Supply of Goods & Services, Supply of Goods & Services Agreement
Delivery. 4.1 The Supplier shall deliver Unless agreed otherwise in writing by the Supplies parties, all Goods are delivered FCA (“Free carrier” as defined in accordance with INCOTERMS 2020®) at the instructions and date(s) place specified in the 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 Order Confirmation.
4.2 Any dates quoted for delivery of the Supplies. The Supplier shallGoods or performance of Services are approximate only, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such time of 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 delivery is 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 not of the Company’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 circumstancesessence.
4.2 The Supplier 4.3 In the event of delay in delivery, Buyer shall ensure that:
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 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 the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages similar description and contents and, quality in the case cheapest market available, less the Price of part delivery, the outstanding balance remaining to be delivered.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Companyrelevant Goods.
4.4 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 Seller shall not be liable for any damage found 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 such inspectiontime (“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). If the Company in its reasonable opinion considers Following written notice to Buyer, Seller may also sell any of the Goods to be at the best price reasonably obtainable in an unsuitable condition or the circumstances and charge Buyer for any shortfall below the Price of the wrong quantity either on delivery or subsequently, Goods under 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicableContract.
4.6 The Company shall not be deemed to have accepted If Seller's delivery note or package labelling states that the Packages in which the Goods until it has had 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 reasonable period of time to inspect them following delivery orcharge have been made by Seller. "Packages" shall include bulk tankers, if laterminibulks, within a reasonable period of time after any latent defect in them has become apparentflexis, crates, boxes or other containers and pallets.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 7 contracts
Samples: Standard Terms and Conditions of Sale, Sales Contract, Sales Contracts
Delivery. 4.1 The Supplier Except as may otherwise be specified in writing by Buyer, delivery of all items provided in this Purchase Order shall deliver 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 Supplies in accordance with the instructions and delivery/completion date(s) specified in the Authorizing Document (orthis Purchase Order. TIME AND PLACE OF DELIVERY ARE, THEREFORE, OF THE ESSENCE with respect to the extent that no date Seller's performance under this Purchase Order. Any provision in this Purchase Order 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 subsequent agreement by Buyer for installment deliveries of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances items specified 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 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company this Purchase Order shall not be obliged to carry out any work to enable construed as a waiver of this requirement or as severing Seller's obligations for full, on-time, delivery of Supplies 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 take place. The Supplier effect conforming delivery shall offload Goods entitle Buyer, without any liability to Seller hereunder, to revoke any prior acceptance of a partial delivery by Seller, to return at its own riskSeller's risk and expense all or any part of items delivered in partial satisfaction of this Purchase Order, as directed by the Company.
4.4 The Company andto cancel this Purchase Order, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory to receive a refund of the quality and quantity delivered. The Company shall not be liable any amounts paid to Seller pursuant to this Purchase Order for any damage found on 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 inspectionpurchases. If in order to comply with Xxxxx's required delivery date it becomes necessary for Seller to ship the Company items by a more expensive mode of transportation than specified in its reasonable opinion considers this Purchase Order, any of the Goods to be 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 (as appropriate) such Goods by the expiry of such 24-hour period, the Company increased transportation cost resulting therefrom shall be entitled to enforce paid for by Seller unless the Company’s remedies under Clause 8 (Remedies)necessity for such rerouting or expedited handling has been caused by Buyer.
4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 6 contracts
Samples: Terms and Conditions of Purchase, Terms and Conditions of Purchase, Terms and Conditions of Purchase
Delivery. 4.1 Unless otherwise agreed 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 Supplier shall deliver the Supplies 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 in accordance with the instructions these Terms and date(s) specified in the Authorizing Document (orConditions. If Seller is prepared to make shipment, to the extent that no date or timescale is specifiedand Buyer delays delivery, then within 14 days after terms of payment shall apply as though delivery had been affected as of the date of this Agreement or at such other time as the Company may approve in writing or reasonably request)that Seller was prepared to make shipment. Time is All costs associated with handling, care and custody of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Company’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 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges 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 this order. Seller reserves the right to ship the Goods up to five (5) days in advance of the specified delivery dates without affecting the terms of payment, price or any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 deliveredterms of the order. The Company Seller shall not be liable for 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 damage found on such inspection. If delay or failure, the Company in its reasonable opinion considers any date of delivery shall be extended for a period equal to the time lost by reason of the Goods to be 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 (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)delay.
4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 5 contracts
Samples: Global Terms and Conditions, Global Terms and Conditions, Sales Contracts
Delivery. 4.1 3.1 The Supplier shall deliver Goods will be delivered by the Supplies in accordance with the instructions and date(s) date specified in the Authorizing Document (orAgreement, to the extent that or if no date or timescale is specified, then within 14 days a reasonable time after receipt of Buyer’s purchase order, subject to the date availability 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 Suppliesfinished Goods. The Supplier shalldelivery and/or shipping schedule is the best estimate possible based on conditions existing at the time of Seller's Sales Confirmation or Seller's quotation and receipt of all specifications, as applicable, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Company’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 deliverynon-standard items, the outstanding balance remaining any such date is subject to be delivered.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges Seller's receipt of complete information necessary for design and any other applicable charges pre-paid by the Suppliermanufacture. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 Seller shall not be liable for any delays, loss or damage found on such inspectionin transit or for any other direct, indirect, or consequential damages due to delays, including without limitation, loss of use.
3.2 Seller may, in its sole discretion, without liability or penalty, deliver partial shipments of Goods to Buyer as they become available, in advance of the quoted delivery date. If the Company Goods are to be delivered in its reasonable opinion considers installments, then insofar as each shipment is subject to the same Agreement, the Agreement will be treated as a single contract and not severable.
3.3 Seller shall make the Goods available to Buyer at Seller’s factory or designated shipment point (each, “Seller’s Shipment Point”) using Seller’s standard methods for packaging and shipping such Goods. Buyer shall take delivery of the 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 on the date fixed pursuant to be in an unsuitable condition Seller’s notice that the Goods have been delivered at the Seller’s Shipment Point, or of if Seller is unable to deliver the wrong quantity either Goods at the Seller’s Shipment Point 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 date because Buyer has not fully repairedprovided appropriate instructions, remedieddocuments, corrected licenses or replaced authorisations: (as appropriatea) such title and risk of loss to the Goods by shall pass to Buyer; (b) the expiry of such 24-hour period, the Company Goods shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies).
4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted been delivered; and (c) Seller, at its option, may store the Goods until it has had a reasonable period of time to inspect Buyer picks them following delivery orup, if laterwhereupon Buyer shall be liable for all related costs and expenses (including, within a reasonable period of time after any latent defect in them has become apparentwithout limitation, freight, restocking, storage and insurance).
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 5 contracts
Samples: Standard Terms and Conditions of Sale, Standard Terms and Conditions of Sale, Standard Terms and Conditions of Sale
Delivery. 4.1 The Supplier 4.1. Unless otherwise agreed in writing by Eaton, delivery shall deliver be made:
4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at the Supplies 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 accordance with the instructions and date(s) specified in the Authorizing Document (or, writing.
4.2. As notified 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 Buyer any dates quoted for delivery of the SuppliesSupplies are approximate only and may not be made of the essence by notice. The Supplier shallEaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, and shall procure delivery will be within a reasonable time.
4.3. If Eaton is satisfied that the Supplier Personnel shallSupplies have been short delivered, (without further liability Eaton shall at its option:-
4.3.1. make up any short delivery by dispatching to the CompanyBuyer 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 allowing credit as above.
4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with 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 reason (other than the Buyer's fault) devote such of their time, attention and ability Eaton is accordingly liable to the Supplies Buyer, Xxxxx'x liability shall be limited to the excess (including any overtime or additional shifts requiredif any) as may be necessary of the cost to meet the Buyer (in the cheapest available market) of similar goods to replace those timescalesnot delivered over the price of the Supplies.
4.7. If there is the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any likelihood that cause beyond the Supplier Buyer's reasonable control or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, by reason of Xxxxx'x fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:-
4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay;
4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Company’s other rights Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or
4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or remedies, charge the Supplier shall promptly give Buyer for any shortfall below 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 courseprice 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 (b30) any delivery of Goods is accompanied by a delivery note which shows days from 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 deliveredEaton´s invoice.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection4.8. If the Company in its reasonable opinion considers Eaton holds any of the Goods to be Supplies contemplated in an unsuitable condition or clause 4.7 on the Buyer’s behalf in excess of three (3) months from 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 repairedstated for delivery, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company Eaton shall be entitled to enforce terminate the Company’s remedies under Clause 8 (Remedies)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.
4.5 Unless otherwise specified, the Supplier 4.9. The Buyer shall be responsible for installing, commissioning and decommissioning the Goods, as applicablenot refuse to receive Supplies due to minor defects.
4.6 The Company 4.10. Buyer shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery orprovide any information and documents required for export, if later, within a reasonable period of time after any latent defect in them has become apparenttransport and import purposes.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 4 contracts
Samples: General Terms and Conditions for Sale of Goods, General Terms and Conditions for Sale of Goods, General Terms and Conditions for Sale of Goods
Delivery. 4.1 6.1 The Supplier Goods shall deliver be delivered to, and the Supplies in accordance with Services shall be performed at, the instructions and date(s) specified Delivery Address on the date or within the period stated in the Authorizing Document (orOrder, to in either case during the extent that no date or timescale is specified, then within 14 days after CRE’s normal business hours.
6.2 Where the date of this Agreement delivery of the Goods or at such other time as of performance of the Services is to be specified after the placing of Order, the Seller shall give the Company may approve in writing or reasonably request). Time reasonable notice of the specified date.
6.3 The time of delivery of the Goods and of performance of the Services is of the essence for delivery of the Supplies. The Supplier shallContract, and shall procure provided that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Company’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 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 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 damage found on event no later than 48 hours) after becoming aware of such inspectioncircumstances. If In such cases where it is apparent that the Company in its reasonable opinion considers any 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 in an unsuitable condition delivered, or of the wrong quantity either on delivery or subsequentlyServices are to be performed, by instalments, 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 Contract will be treated as a single contract and not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company severable.
6.6 CRE shall be entitled to enforce reject any Goods delivered which are not in accordance with the Company’s remedies under Clause 8 (Remedies).
4.5 Unless otherwise specifiedContract, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the any Goods until it CRE 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 the Goods has become apparent.
4.7 6.7 The Supplier Seller shall give supply the Company prior written notice CRE in good time with any instructions or other information required to enable the CRE to accept delivery of the delivery under this Agreement 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 packing materials for the Goods, whether or not any Goods having a hazard 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 the health and safety of persons Seller, at the Seller’s expense.
6.10 If the Goods are not delivered or property, identifying those hazards and giving full details of any precautions to be taken by the Company Services are not performed on the delivery due date 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 by way of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply liquidated damage for delay 2 per cent of the GoodsPrice for every week’s delay, up to a maximum of 10 per cent.
Appears in 4 contracts
Samples: Purchase Order Terms and Conditions, Purchase Order Terms and Conditions, Purchase Order Terms and Conditions
Delivery. 4.1 The Supplier shall deliver Unless agreed otherwise in writing by the Supplies parties, all Goods are delivered FCA (“Free carrier” as defined in accordance with INCOTERMS 2020®) at the instructions and date(s) place specified in the 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 Order Confirmation.
4.2 Any dates quoted for delivery of the Supplies. The Supplier shallGoods or performance of Services are approximate only, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such time of 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 delivery is 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 not of the Company’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 circumstancesessence.
4.2 The Supplier 4.3 In the event of delay in delivery, Buyer shall ensure that:
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 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 reimbursing Buyer for the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of Goods is accompanied by a delivery note which shows similar description and quality at the Authorizing Document numberlowest available market price, date less the Price of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Companyrelevant Goods.
4.4 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 Seller shall not be liable for any damage found 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 such inspectiontime (“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). If the Company in its reasonable opinion considers Following written notice to Xxxxx, Seller may also sell any of the Goods to be at the best price reasonably obtainable in an unsuitable condition or the circumstances and charge Buyer for any shortfall below the Price of the wrong quantity either on delivery or subsequently, Goods under 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicableContract.
4.6 The Company shall not be deemed to have accepted If Seller's delivery note or package labelling states that the Packages in which the Goods until it has had 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 reasonable period of time to inspect them following delivery orcharge have been made by Seller. "Packages" shall include bulk tankers, if laterminibulks, within a reasonable period of time after any latent defect in them has become apparentflexis, crates, boxes or other containers and pallets.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 4 contracts
Samples: Sales Contract, Terms and Conditions, Sales Contract
Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) 3.1 Unless otherwise specified in the 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 Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Company’s other rights or remediesOrder, the Supplier Delivery Point shall promptly give be the Company advance notice Buyer’s place of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstancesbusiness.
4.2 The Supplier 3.2 If the Contract includes an Installation, the Buyer shall ensure thatprovide to bioMérieux:
(a) any Goods are marked access to its premises, systems 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 coursestaff; and
(b) all other necessary assistance in performing such Installation.
3.3 Times and dates for delivery are business estimates only and not contractual obligations. Time therefore will not be of the essence of the Contract and provided bioMérieux makes delivery within a reasonable time (taking into account all the circumstances) the Buyer shall not be entitled to terminate or rescind the Contract or claim damages in respect of late delivery unless bioMérieux has specifically agreed in writing to the contrary on a contract by contract basis.
3.4 bioMérieux shall not be liable for any delay in delivery of the Goods or performance of the Installation that is accompanied caused by a Force Majeure Event, the Buyer’s failure to provide bioMérieux with adequate delivery note which shows instructions or any other instructions that are relevant to the Authorizing Document numbersupply of the Goods or performance of the Installation, date or any other act or omission of orderthe Buyer.
3.5 If for any reason the Buyer fails to accept delivery of the Goods when they are ready for delivery, number of packages and contents andor bioMérieux is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
(a) risk in the case of part delivery, Goods shall pass to the outstanding balance remaining to be delivered.Buyer (including for loss or damage caused by bioMérieux's negligence);
4.3 Unless otherwise agreed by (b) the Company in writing, all Goods shall be delivered deemed to have been delivered; and
(c) bioMérieux may store the Premises during business hours Goods until delivery, and the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
3.6 bioMérieux may deliver the Goods, or perform the Installation, by separate instalments as agreed with transportation charges the Buyer. 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 applicable charges pre-paid by the Supplier. Contract or instalment.
3.7 The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods Buyer is responsible for obtaining, at its own riskcost, such import licences and other consents in relation to the Goods as directed by the Company.
4.4 The Company are required from time to time and, if applicablerequired by bioMérieux, the Supplier Buyer shall inspect make those licences and consents available to bioMérieux prior to the Goods as soon as practicable following delivery and agree an inventory 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 quality and quantity delivered. The Company Buyer upon request.
3.9 bioMérieux shall not be liable for any damage found 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 such inspection. If the Company form provided by the carrier for that purpose to bioMérieux within 3 working days of delivery; and
(b) submits its claim in its reasonable opinion considers any writing to the Sales Administration Department of bioMérieux within 30 days following receipt of the Goods to be in an unsuitable condition or performance 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 (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)Installation.
4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 3 contracts
Samples: Sales Contracts, Sales Contracts, Sales Contracts
Delivery. 4.1 The Supplier Seller agrees to deliver possession of the Vessel to Buyer at Closing in New Orleans, Louisiana. At or before the time 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 Supplies in accordance Vessel to Buyer at Closing "as is and where is". Except with regard to title, Seller makes NO WARRANTY of any kind whatsoever, whether expressed or implied, including without limitation, any implied warranty of merchantability, quality, condition, fitness for any particular purpose, seaworthiness, or against any redhibitory vices, or any other vices or defects, hidden, latent or otherwise, all such warranties being expressly WAIVED by Buyer. At the instructions and date(s) specified in the Authorizing Document (ortime of Delivery, all risk of loss to the extent 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 a condition for Closing and all costs and expenses associated with obtaining any such certificates shall be the responsibility of Buyer. Furthermore, Seller shall not be 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 no date or timescale is specifiedare in Seller's possession within a reasonable time after Delivery, then within 14 days after provided, however, the date Seller's failure to deliver said Certificates and Documents shall not constitute a breach of this Agreement or at by Seller, nor shall such other time as failure constitute grounds for Buyer not to close this transaction. MAINTENANCE AND OPERATION During the Company may approve in writing or reasonably request). Time is of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Company’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 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time following receipt of the Deposit by Seller until Closing (the "Period"), the Vessel shall be in the full possession and, other than sale to a third party, at the absolute disposal of Seller for all purposes and under its complete control in every respect. Seller shall, during said Period, take all reasonable steps to maintain the Vessel, her machinery, engines, equipment, appurtenances and spare parts in their current condition, ordinary wear and tear excepted. INSPECTION During the Period, Buyer or its designee shall have the right at any reasonable time to inspect them following delivery oror survey the Vessel to satisfy itself that the Vessel is being properly maintained. Any and all costs or expenses associated with such inspection shall be the responsibility of and be paid by Buyer and Buyer agrees to indemnify, if laterdefend and hold harmless Seller any affiliate of Seller against any injuries, within a reasonable period of time after any latent defect in them has become apparentcost, or expenses arising from such inspection or survey.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 3 contracts
Samples: Buy Sell Agreement (Jefferson Casino Corp), Buy Sell Agreement (Casino Magic of Louisiana Corp), Buy Sell Agreement (Casino Magic Corp)
Delivery. 4.1 The Supplier 4.1. Unless otherwise agreed in writing by Eaton, delivery shall deliver be made:
4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at the Supplies 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 accordance with the instructions and date(s) specified in the Authorizing Document (or, writing.
4.2. As notified 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 Buyer any dates quoted for delivery of the SuppliesSupplies are approximate only and may not be made of the essence by notice. The Supplier shallEaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, and shall procure delivery will be within a reasonable time.
4.3. If Eaton is satisfied that the Supplier Personnel shallSupplies have been short delivered, (without further liability Eaton shall at its option:-
4.3.1. make up any short delivery by dispatching to the CompanyBuyer 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 allowing credit as above.
4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with 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 reason (other than the Buyer's fault) devote such of their time, attention and ability Eaton is accordingly liable to the Supplies Buyer, Xxxxx'x liability shall be limited to the excess (including any overtime or additional shifts requiredif any) as may be necessary of the cost to meet the Buyer (in the cheapest available market) of similar goods to replace those timescalesnot delivered over the price of the Supplies.
4.7. If there is the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any likelihood that cause beyond the Supplier Buyer's reasonable control or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, by reason of Xxxxx'x fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:
4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay;
4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Company’s other rights Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or
4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or remedies, charge the Supplier shall promptly give Buyer for any shortfall below 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 courseprice 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 (b30) any delivery of Goods is accompanied by a delivery note which shows days from 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 deliveredEaton´s invoice.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection4.8. If the Company in its reasonable opinion considers Eaton holds any of the Goods to be Supplies contemplated in an unsuitable condition or clause 4.7 on the Buyer’s behalf in excess of three (3) months from 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 repairedstated for delivery, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company Eaton shall be entitled to enforce terminate the Company’s remedies under Clause 8 (Remedies)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.
4.5 Unless otherwise specified, the Supplier 4.9. The Buyer shall be responsible for installing, commissioning and decommissioning the Goods, as applicablenot refuse to receive Supplies due to minor defects.
4.6 The Company 4.10. Buyer shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery orprovide any information and documents required for export, if later, within a reasonable period of time after any latent defect in them has become apparenttransport and import purposes.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 3 contracts
Samples: Sales Contracts, General Terms and Conditions for Sale of Goods, General Terms and Conditions for Sale of Goods
Delivery. 4.1 7.1 Unless otherwise expressly specified in the written acknowledgement of order, delivery of the Goods will be made ex-works as defined in INCOTERMS 2000. The Services will be performed at the Service Point.
7.2 Delivery of the Goods or performance of the Services will be made during Supplier’s usual business hours.
7.3 Supplier shall will use reasonable endeavours to deliver and perform each of the Supplies Buyer’s orders for the Goods and Services within the time agreed when the Buyer places an order and Supplier provides the acknowledgement of order and, if no time is agreed, then within a reasonable time, but the time of delivery and performance will not be of the essence. If, despite those endeavours, Supplier is unable for any reason to fulfil any delivery or performance on the specified date, Supplier will be deemed not to be in breach of this 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 or performance will not entitle the Buyer to cancel the Contract unless and until the Buyer has given one hundred and twenty days’ written notice (or such longer period specified in the written acknowledgement of Contract) to Supplier requiring the delivery or performance to be made and Supplier has not fulfilled the delivery or performance within that period. If the Buyer cancels the Contract in accordance with this clause 7.3 then:
7.3.1 Supplier will refund to the instructions Buyer any sums which the Buyer has paid to Supplier in respect of that Contract or part of the Contract which has been cancelled and date(shas 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.
7.5 If the Buyer fails to take delivery of any of the Goods when they are ready for delivery or to provide any instructions, documents, licences or authorisations required to enable the Goods to be delivered or Services to be performed on time (except solely on account of Supplier’s default), the Goods or Services will be deemed to have been delivered or performed on the due date and (without prejudice to its other rights) specified Supplier may:
7.5.1 store or arrange for storage of the Goods until actual delivery or sale in accordance with clause 7.5.2 and charge the Buyer for all related costs and expenses (including, without limitation, storage and insurance); and/or
7.5.2 following written notice to the Buyer, sell any of the Goods at the best price reasonably obtainable in the Authorizing Document (or, circumstances and charge the Buyer for any shortfall below the price under the Contract or account to the extent that no date Buyer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related to the sale.
7.6 The Buyer shall provide or timescale is specified, then within 14 days after procure the date provision to Supplier of this Agreement or at all facilities and such other time as the Company may approve in writing or reasonably request). Time is of the essence for delivery of the Supplies. The Supplier shall, assistance and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) services as may be necessary to meet those timescalesthe extent and quality necessary to enable Supplier to fulfil its obligations under the Contract. If there is any likelihood that This assistance shall include (but not be limited to) the Supplier or any Supplier Personnel will fail timely provision of and access to provide any Supplies within the applicable timeline for performanceinformation, thendata, without prejudice to any of the Company’s other rights or remediesaccommodation, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question computing resources, appropriate Buyer employees and a best estimate of the duration of such circumstancessafe working environment.
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 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 3 contracts
Samples: Terms and Conditions for Sale of Goods and Supply of Services, Terms and Conditions for the Sale of Goods and Supply of Services, Terms and Conditions for Sale of Goods and Supply of Services
Delivery. 4.1 8.1 Except as otherwise agreed by both parties in writing all Goods are delivered EXW (ex works) Seller’s manufacturing plant stated in the relevant purchase order. EXW (ex works) is as defined in INCOTERMS 2010. The Supplier shall Buyer will provide at its expense adequate and appropriate equipment and manual labour for loading or off-loading (as appropriate) the Goods.
8.2 All delivery dates and times are estimates and not legally binding on the Seller, which will use its reasonable endeavours to make available for collection or deliver (as appropriate) on time. If no delivery dates and/or times are specified, delivery will be within a reasonable time. Time of delivery will not be of the Supplies essence.
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 instructions Buyer to cancel the purchase order unless and date(s) specified 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 in respect of that purchase order or part of the purchase order which has beencancelled.
8.6 Subject to Condition 12, in the Authorizing Document (orevent of non-delivery of the Goods following the service of a written notice by the Buyer under Condition 8.5 the Seller’s liability for such non-delivery will be limited to 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. The Seller will have no liability for any failure to deliver to the extent that no date such failure is caused by the Buyer’s failure to provide the Seller with adequate delivery instructions or timescale is specified, then within 14 days after any other instructions that are relevant to the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is supply of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescalesGoods. If there is any likelihood that the Supplier or any Supplier Personnel will fail Buyer fails to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance written 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 non- delivery in accordance with Condition 8.5, the Company’s instructions and any applicable regulations Seller shall have no liability whatsoever to the Buyer for suchnon-delivery.
8.7 If the Buyer refuses or requirements of the carrier and properly packed and secured so as fails to reach their destination in an undamaged condition in the ordinary course; and
(b) any take 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 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition when they are ready or of the wrong quantity either on tendered for 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 (as appropriate) such or to provide any instructions, documents, licences or authorisations required to enable the Goods by to be delivered on time (except solely on account of the expiry of such 24-hour periodSeller’s default), the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies).
4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not Goods will be deemed to have accepted been delivered on or by the due date and (without prejudice to its other rights) the Seller may:
8.7.1 store or arrange for storage of the Goods until it has had a reasonable period actual delivery or sale in accordance with Condition 8.7.3 and charge the Buyer for all related costs and expenses (including storage and insurance); and/or
8.7.2 recover from the Buyer all wasted transport costs resulting from the Buyer’s refusal or failure to take delivery of time to inspect them the Goods when tendered for delivery; and/or
8.7.3 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 to the Buyer, sell any of the delivery Goods at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the Price of the Goods under this Agreement of the Contract, having taken into account any Goods having a hazard charges related to the health sale and safety of persons or property, identifying those hazards any charges referred to in Conditions 8.7.1. and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods8.7.2.
Appears in 3 contracts
Samples: Sales Contracts, Sales Contracts, Sales Contracts
Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified in the 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 Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Company’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 Unless otherwise agreed by the Company in writing, all Goods All Products shall be delivered packed for ground transportation. Buyer shall provide Seller with detailed shipping instructions prior to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Suppliershipment. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, 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 (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 Unless otherwise specified, the Supplier Buyer shall be responsible for installingany increased costs or delays in delivery resulting from Xxxxx’s failure to supply such instructions in a timely manner. All specified delivery dates reflect Seller’s best estimates, commissioning and decommissioning Seller reserves the Goods, as applicable.
4.6 The Company shall not be deemed right to have accepted modify the Goods until it has had delivery dates. In the event Buyer requests a reasonable period of time to inspect them following change in the scheduled delivery or, if later, date 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 three (3) business days of the scheduled shipping date and Seller agrees to such change, a fee of $500 shall apply. Title and risk of loss shall pass to Buyer at point of delivery under this Agreement if Product is delivered by Seller’s truck. If delivery is not by Seller’s truck, sales are Ex Works Seller’s location. In the 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 any Goods having a hazard 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 the health and safety of persons Buyer’s request or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery refusal. Seller may also demand immediate payment of such Goods items as well as the Products themselves. In instances of bulk carload, tank truck, and their subsequent storage or handlingtank car shipments, Seller’s weights shall govern. The Supplier Products shall notify be packed for shipment in Seller’s standard packing. Buyer shall be responsible for promptly inspecting all Products to ensure that there are no “Deficiencies,” specifically that: (a) the Company in writing Products were delivered without damage; and (b) the correct amounts, concentration levels, and types of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possessionProducts were delivered. BUYER SHALL NOTIFY SELLER, use or onward supply of the Goods.IN WRITING, OF ANY DEFICIENCIES WITHIN FIVE (5)
Appears in 3 contracts
Samples: Terms and Conditions of Sale, Terms and Conditions of Sale, Terms and Conditions of Sale
Delivery. 4.1 The Supplier Unless otherwise agreed in writing by Seller, delivery of Goods shall deliver the Supplies in accordance with the instructions and date(stake place at Seller’s place of business. Services shall be provided at such venue(s) specified in the Authorizing Document (or, Seller’s quotation. Buyer shall take delivery of Goods within 10 days of Seller giving it notice that Goods are ready for delivery. Any dates specified by Seller for delivery of Goods or performance of Services are intended to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other be an estimate and time as the Company may approve in writing or reasonably request). Time is for delivery shall not be made of the essence for delivery of the Suppliesby notice. The Supplier shallIf no dates are so specified, and delivery/performance shall procure that the Supplier Personnel shall, (without further liability be within a reasonable time. Subject to the Company) devote such of their timeother provisions hereof, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is 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 Company’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 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 Seller shall not be liable for any damage found on direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in delivery of Goods or Services (even if caused by Seller’s negligence), nor shall any delay entitle Buyer to terminate or rescind the Contract unless such inspectiondelay exceeds 180 days. If the Company in its reasonable opinion considers for any reason Buyer fails to accept delivery of the Goods when ready, or Seller is unable to be in an unsuitable condition or of the wrong quantity either deliver Goods 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 because Buyer has not fully repairedprovided appropriate instructions, remedieddocuments, corrected licences or replaced authorisations: (as appropriatei) such risk in Goods by the expiry of such 24-hour period, the Company shall be entitled pass to enforce the Company’s remedies under Clause 8 Buyer; (Remedies).
4.5 Unless otherwise specified, the Supplier ii) Goods shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the been delivered; and (iii) Seller may store Goods until it has had a reasonable period delivery, whereupon Buyer shall be liable for all related costs. The quantity of time to inspect them following delivery or, if later, within a reasonable period any consignment of time after any latent defect in them has become apparent.
4.7 The Supplier Goods as recorded by Seller on despatch from Seller’s place of business shall give the Company prior written notice be conclusive evidence of the delivery under this Agreement quantity received by Buyer on delivery, unless Buyer can provide conclusive evidence proving the contrary. Buyer shall provide Seller in a timely manner and at no charge access to its facilities as required by Seller to perform Services, informing Seller of any Goods having a hazard all health/safety rules and security requirements. Buyer also shall obtain and maintain all licenses/consents and comply with all legislation in relation to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handlingServices. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply If Seller’s performance of the GoodsServices is prevented/delayed by any act/omission of Buyer, Buyer shall pay Seller all costs incurred by Seller.
Appears in 3 contracts
Samples: Sales Contract, Terms and Conditions of Sale, Terms and Conditions of Sale
Delivery. 4.1 6.1 The Supplier Goods shall deliver be delivered to, and the Supplies Services shall be performed at, the Delivery Address on the date or within the period stated in the Order (as the case may be), in either case during IAC's usual business hours.
6.2 Where the date of delivery of the Goods or performance of the Services is to be specified after the placing of the Order, the Seller shall give IAC reasonable notice of the specified date.
6.3 The time of delivery of the Goods and performance of the Services is of the essence of the Contract.
6.4 A packing note quoting the number of the Order must accompany each delivery or consignment of the Goods and must be displayed prominently.
6.5 If the Goods are to be delivered, or the Services are to be performed by instalments, the Contract will be treated as a single Contract and not severable.
6.6 IAC shall be entitled to reject any Goods delivered which are not in accordance with the instructions and date(s) specified in the 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 Supplies. The Supplier shallContract, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Company’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 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the any Goods until it IAC has had a reasonable period 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 period of time after any latent defect in them the Goods has become apparent.
4.7 6.7 The Supplier shall give the Company prior written notice 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 under this Agreement of the Goods and performance of the Services.
6.9 IAC shall not be obliged to return to the Seller any packaging or packing material for the Goods, whether or not any Goods having a hazard to are accepted by IAC.
6.10 If the health and safety of persons Goods are not delivered or property, identifying those hazards and giving full details of any precautions to be taken by the Company Services are not performed on the delivery due date then, without limiting any other remedy, IAC shall be entitled to deduct from the Price or (if IAC has paid the Price) to claim from the Seller by way of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply liquidated damages for delay 2% of the GoodsPrice for every week’s delay.
Appears in 2 contracts
Samples: Terms and Conditions of Purchasing, Terms and Conditions of Purchase
Delivery. 4.1 The Supplier shall deliver Unless agreed otherwise in writing by the Supplies parties, all Goods are delivered FCA (“Free carrier” as defined in accordance with INCOTERMS 2020®) at the instructions and date(s) place specified in the Authorizing Document (or, to Order Confirmation. Buyer will provide at its expense adequate and appropriate equipment and manual labour for off-loading 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 Goods.
4.2 Any dates quoted for delivery of the Supplies. The Supplier shallGoods or performance of Services are approximate only, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such time of 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 delivery is 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 not of the Company’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 circumstancesessence.
4.2 The Supplier 4.3 In the event of delay in delivery, Buyer shall ensure that:
give written notice to Seller requiring the delivery to be made within 14 days. Subject to 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 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 reimbursing Buyer for the reasonable and proper external costs and expenses incurred by Buyer in obtaining replacement goods of Goods is accompanied by a delivery note which shows similar description and quality at the Authorizing Document numberlowest available market price, date less the Price of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Companyrelevant Goods.
4.4 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 Seller shall not be liable for any damage found delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with 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 such inspectiontime (“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). If the Company in its reasonable opinion considers Following written notice to Buyer, Seller may also sell any of the Goods to be at the best price reasonably obtainable in an unsuitable condition or the circumstances and charge Buyer for any shortfall below the Price of the wrong quantity either on delivery or subsequently, Goods under 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicableContract.
4.6 The Company shall not be deemed to have accepted If Seller's delivery note or package labelling states that the Packages in which the Goods until it has had 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 reasonable period of time to inspect them following delivery orcharge have been made by Seller. "Packages" shall include bulk tankers, if laterminibulks, within a reasonable period of time after any latent defect in them has become apparentflexis, crates, boxes or other containers and pallets.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 2 contracts
Samples: Sales Contracts, Terms and Conditions
Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and Any delivery date(s) specified provided by Seller to Customer are non-binding estimates, and Seller reserves the right to modify the delivery date(s) without notice.
4.2 Seller shall inform Customer on its readiness to ship and Customer shall confirm a delivery date within latest 30 days after such confirmation. Customer is aware and acknowledges that any failure to communicate a delivery date within the said period will cause a default of acceptance of Customer.
4.3 Any customary costs incurred in the Authorizing Document (orparticular for storage, and with a minimum as charged by Seller´s logistic company, be it at Seller´s premises or be it at a third party storage company, shall be reimbursed to the extent that no date or timescale is specified, then Seller within 14 days after receipt of the invoice notwithstanding Sellers right to claim further damages incurred.
4.4 For any deferral of any delivery periods, if so agreed by Seller, Customer hereby agrees that storage shall be done at Seller´s affiliate Coolbridge Szolgáltató Kft., H-0000 Xxxx, Xxxxxxx xx 0., xxx number: 27045602-2-11 according to the respective terms and conditions as valid at the time being.
4.5 If Seller has agreed in writing to a specific delivery or shipping schedule, (i) it shall commence on the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence for Seller’s Order Confirmation, but not before Customer’s delivery of the Supplies. The Supplier shallother necessary documents, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts requiredagreed security if any and (ii) as may be necessary to meet those timescales. If there is any likelihood that end on 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 Company’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 date on 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 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any of Seller delivers the Goods to be 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 (as appropriate) such Goods by the expiry of such 24-hour period, the Company carrier.
4.6 Seller shall be entitled to enforce partial shipments within reason. Seller will also have the Company’s remedies under Clause 8 (Remedies).
4.5 Unless otherwise specified, the Supplier shall option of billing for partial shipments. Partial shipments will be responsible for installing, commissioning made and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed invoiced by Seller when ready according to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparentclause 4.2.
4.7 The Supplier shall give the Company prior written notice of the Delay in delivery under this Agreement of any partial shipments shall not relieve Customer of its obligation to pay for any shipments received prior to such delay or its obligation to accept the remaining deliveries.
4.8 If Customer is unable to receive the Goods having when tendered, Customer shall be liable to Seller for any loss, damage, or additional expense incurred or suffered by Seller as a hazard result thereof.
4.9 Any quoted lead time(s) may be impacted due to the COVID-19 or any future pandemic and any related foreseeable or unforeseeable circumstances arising from it, including but not limited to government regulations, labor shortages, supply chain disruptions, or measures taken to preserve the health and safety of persons or propertySeller’s workforce. Any quoted lead time(s) shall be considered an estimate based upon the best information available to Seller at the time the estimate is made and is subject to change without notice.
4.10 In case of a delay of Seller, identifying those hazards and giving full details of any precautions Customer shall send a reminder letter to be taken by Seller, stating a reasonable deadline for the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply fulfillment of the Goodsperformance.
4.11 Where the Customer incurs damage due to a delay arising from Seller's slight negligence, the Customer shall be entitled, in exclusion of further compensation for damages resulting from delay, to claim a half percent (0.5%) for each full week, but overall not more than five percent, of the value of the part of the total delivery that cannot be used in due time because of the delay. If the delay is caused intentionally or by gross negligence by Seller or constitutes a violation of a material obligation of Seller, statutory liability shall apply. Seller reserves the right to demonstrate that the Customer has suffered a damage smaller than the aforementioned lump sum.
Appears in 2 contracts
Samples: Terms and Conditions, Terms and Conditions
Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document 6.1 Delivery takes place on agreed INCOTERMS (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 requestICC 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 for delivery and shall start to run from the date of acceptance by the Seller of the Supplies. The Supplier shall, Purchase Order or the date on which the Seller is placed in possession of such information and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) drawings as may be necessary to meet those timescalesenable him to start work on the Goods or the Services, whichever may be the later.
6.3 Delivery of Goods in instalments shall be permitted only with the consent of the Buyer and such permission, if given, shall not entitle the Seller to claim payment prior to completion of the present Agreement unless the Buyer has agreed in writing.
6.4 If the Buyer is not able to accept delivery of the Goods or installation of the Goods when due, the Seller shall be responsible for arranging suitable storage at suitable premises of the Goods, advising the Buyer beforehand of the particulars of such proposed storage and the Seller shall also ensure that the Goods and the premises in which they are stored are properly insured against all the usual risks and notify the Buyer of such insurance cover.
6.5 If delivery is made before the delivery date specified in the Purchase Order, the Buyer may return the Goods to the Seller at the Seller's risk and expense.
6.6 Each delivery must be accompanied by details of the exact quantity and description of the Goods and/or the Services performed. Shipping documents and a separate invoice stating the relevant Purchase Order number for each shipment must be sent by first class mail to the Buyer's plant or office which issued the Purchase Order on the day on which the shipment is made, marked for the attention of the Accounts Office. When Goods are invoiced by the Seller but shipped by a third party, the invoice shall bear the name of the shipper and the point from which the delivery originated. If there shipment is any likelihood that not delivered to 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 Company’s other rights or remediesBuyer's premises, the Supplier original bill of lading must be furnished with the invoice(s). The Buyer's count 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 circumstancesbe accepted as final on all shipments.
4.2 The Supplier shall ensure that:
(a) any 6.7 Delivery is completed only if the agreed Goods or Services are marked and delivered in their entirety in accordance with the Company’s instructions and any applicable regulations 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 requirements sooner in the event such document has been modified.
6.9 If the Seller is in the position of being able to supply some but not all of its customers, the Buyer shall be given priority over all other of the 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 deliveredSeller's customers.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 2 contracts
Samples: Purchase Agreement, Purchase Agreement
Delivery. 4.1 The Unless otherwise agreed between MARELLI and Supplier, Supplier shall deliver, and MARELLI shall accept, the Products on DDP basis as defined in the International Commercial Terms (Incoterms 2010) of the 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 Supplies in accordance with the instructions and date(s) specified Products to MARELLI in the Authorizing Document 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 (orincluding 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 the extent that no date or timescale is specified, then within 14 days after the date of place emergency orders in addition to regular orders placed from time to time under this Agreement or at to require Supplier to deliver the Products earlier than the time originally specified by MARELLI. In any such other time as the Company may approve case Supplier shall use its best efforts to comply with such emergency orders or revised timetable.
4.6 Supplier shall timely and accurately fulfill all requests by MARELLI, or its designated agents, for country of origin certification for all Products supplied to MARELLI whether or not preferential origin or tariff treatment applies. This includes, for example, but without limitation, national or international certifications and data for various and applicable Free Trade Agreements, Generalized System of Preferences, Average Fuel Economy and Labeling etc.
4.7 Partial deliveries are not allowed, unless so agreed in writing by the Parties.
4.8 Supplier shall supply, together with the delivery, all necessary documents needed for Products usage (for example, user, technical and installation manuals, warranties, etc.).
4.9 Where not otherwise specified in writing, carriage of Products shall be fully at Supplier's own risk and expense.
4.10 In the event of:
1. missed or reasonably request). Time is delayed or not compliant delivery at the fault of the essence for Supplier;
2. delivery of at a place different from the Supplies. The Supplier shallone specified by MARELLI, and MARELLI shall have, in its sole discretion, the right to procure that the Supplier Personnel shallelsewhere, (without further liability to the Company) devote such of their at any time, attention in whole or in part, the Products ordered, at Supplier’s cost and ability to risks, with the Supplies (including sole obligation of notifying Supplier.
4.11 In any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, 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 Company’s other rights or remedies, the Supplier shall promptly give the Company advance notice total value of the nature and effects delayed Products shipments for every 5 business days of delay, provided that the maximum amount of such additional charges, applicable from time to time to any single delay may not exceed 10% of the circumstances in question and value of the undelivered Products. This amount represents a best simple estimate of the duration of such circumstances.
4.2 The damage agreed in advance by MARELLI and by Supplier and shall ensure that:
(a) not preclude the right to MARELLI to claim compensation for 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 further damage and, in the case of part deliveryexceeding this amount, the outstanding balance remaining to be deliveredterminate, with immediate effect, by simple communication, this Agreement.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 2 contracts
Samples: Purchase Agreement, Purchase Agreement
Delivery. 4.1 The Supplier shall deliver Unless agreed otherwise in writing by the Supplies parties, all Goods are delivered FCA (“Free carrier” as defined in accordance with INCOTERMS 2020®) at the instructions and date(s) place specified in the 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 Order Confirmation.
4.2 Any dates quoted for delivery of the Supplies. The Supplier shallGoods or performance of Services are approximate only, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such time of 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 delivery is 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 not of the Company’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 circumstancesessence.
4.2 The Supplier 4.3 In the event of delay in delivery, Buyer shall ensure that:
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 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 reimbursing Buyer for the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of Goods is accompanied by a delivery note which shows similar description and quality at the Authorizing Document numberlowest available market price, date less the Price of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Companyrelevant Goods.
4.4 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 Seller shall not be liable for any damage found 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 such inspectiontime (“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). If the Company in its reasonable opinion considers Following written notice to Buyer, Seller may also sell any of the Goods to be at the best price reasonably obtainable in an unsuitable condition or the circumstances and charge Buyer for any shortfall below the Price of the wrong quantity either on delivery or subsequently, Goods under 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicableContract.
4.6 The Company shall not be deemed to have accepted If Seller's delivery note or package labelling states that the Packages in which the Goods until it has had 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 reasonable period of time to inspect them following delivery orcharge have been made by Seller. "Packages" shall include bulk tankers, if laterminibulks, within a reasonable period of time after any latent defect in them has become apparentflexis, crates, boxes or other containers and pallets.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 2 contracts
Samples: Terms and Conditions, Sales Contract
Delivery. 4.1 The Supplier shall deliver Unless agreed otherwise in writing by the Supplies parties, all Goods are delivered FCA (“Free carrier” as defined in accordance with INCOTERMS 2020®) at the instructions and date(s) place specified in the Authorizing Document (or, to Order Confirmation. Buyer will provide at its expense adequate and appropriate equipment and manual labour for off-loading 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 Goods.
4.2 Any dates quoted for delivery of the Supplies. The Supplier shallGoods or performance of Services are approximate only, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such time of 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 delivery is 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 not of the Company’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 circumstancesessence.
4.2 The Supplier 4.3 In the event of delay in delivery, Buyer shall ensure that:
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 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 the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages similar description and contents and, quality in the case cheapest market available, less the Price of part delivery, the outstanding balance remaining to be delivered.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Companyrelevant Goods.
4.4 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 Seller shall not be liable for any damage found 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 such inspectiontime (“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). If the Company in its reasonable opinion considers Following written notice to Buyer, Seller may also sell any of the Goods to be at the best price reasonably obtainable in an unsuitable condition or the circumstances and charge Buyer for any shortfall below the Price of the wrong quantity either on delivery or subsequently, Goods under 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicableContract.
4.6 The Company shall not be deemed to have accepted If Seller's delivery note or package labelling states that the Packages in which the Goods until it has had 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 reasonable period of time to inspect them following delivery orcharge have been made by Seller. "Packages" shall include bulk tankers, if laterminibulks, within a reasonable period of time after any latent defect in them has become apparentflexis, crates, boxes or other containers and pallets.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 2 contracts
Samples: Sales Contracts, Sales Contracts
Delivery. 4.1 The Supplier 6.1 Solectron acknowledges and agrees that Solectron shall deliver make commercially reasonable efforts to meet the Supplies in accordance with target goal of 100% on-time delivery to Brocade's customer, defined as the instructions shipment of Product by Solectron within a maximum window of 0 days early and date(s0 days late based on the acknowledged delivery due date. This section, as appropriate, may be modified by an addendum to reflect specific Product requirements.
6.2 All shipments shall be F.O.B. origin (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 to the cause and extent of such delay.
6.4 If Solectron fails to make deliveries at the 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 Authorizing Document addenda.
6.6 All Products shall be packaged and prepared for shipment in a manner which (ori) follows the requirements set forth in Brocade's Purchase Order, (ii) follows good commercial practice, (iii) is acceptable 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 common carriers for delivery of the Supplies. The Supplier shallshipment, and (iv) is adequate to ensure safe arrival. Each shipment shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Company’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 packing slip that includes Brocade's part numbers, purchase order number and the Authorizing Document number, date of order, number of packages quantity shipped. * Certain information on this page has been omitted and contents and, in filed separately with the case of part delivery, the outstanding balance remaining to be delivered.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered Commission. Confidential treatment has been requested with respect to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Companyomitted portions.
4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 2 contracts
Samples: Manufacturing Agreement (Brocade Communications Systems Inc), Manufacturing Agreement (Brocade Communications Systems Inc)
Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document (or, 8.1 If Goods are to be delivered by Resolution IT to the extent that no date or timescale is specifiedCustomer, 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 Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Company’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 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges location set out in the Order. Unless it is otherwise agreed in writing, such Goods shall be delivered by any means chosen by Resolution IT and any other applicable charges pre-paid by the Supplier. The Company Resolution IT shall not be obliged under any obligation to carry out any work provide personnel, plant or power to enable assist the unloading of the Goods.
8.2 If the Customer is unable to take delivery of Supplies to take place. The Supplier shall offload the Goods, Resolution IT may at its sole discretion store the Goods at its own risk, as directed by but may be entitled to charge the CompanyCustomer its reasonable costs for doing so.
4.4 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 Company and, if applicable, the Supplier Customer shall inspect the Goods as soon as practicable following immediately on delivery thereof and agree an inventory shall within two Working Days from such delivery give Resolution IT notice of any matter or thing by reason whereof the quality and quantity delivered. The Company shall Customer may allege that the Goods are not be liable for any damage found on such inspectionin accordance with the Contract or are defective in material or workmanship. If the Company in its reasonable opinion considers any of Customer fails to give such notice the Goods shall be conclusively presumed to be in an unsuitable condition or of all respects in accordance with the wrong quantity either Contract and free from any defect which would be apparent on delivery or subsequently, any reasonable examination and the Company Customer 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a accordingly. If the Customer establishes to Resolution IT's reasonable period of time satisfaction that the Goods are not in accordance with the Contract or are so defective, Resolution IT may elect 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 repair the Company prior written notice of Goods or to replace the delivery under this Agreement of any Goods having a hazard or to refund the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by purchase price against the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply return of the Goods.
8.6 If the Goods are lost or damaged in transit the Customer shall notify both Resolution IT and the carrier of the loss or damage within two Working Days of the delivery.
8.7 Resolution IT shall not be responsible for the installation of Goods, Rented Equipment or Loaned Equipment at the Customer’s site under the terms of this Supplement.
Appears in 2 contracts
Samples: General Terms and Conditions, General Terms and Conditions
Delivery. 4.1 (1) Our delivery shall take place ex work (EXW Incoterms 2000), unless anything eise has been agreed upon in writing. The Supplier time at which the risk of damage or lass of the goods shall deliver the Supplies pass shall be fixed in accordance with the instructions and date(sinterpretation of Trade Terms of the International Chamber of Commerce of Paris (Incoterms 2000).
(2) specified We shall have the right to reasonable delivery in installments.
(3) In the Authorizing Document (case of call delivery orders, the full ordered quantity shall be deemed called off by the contractual partner one calendar month after expiration of the agreed call-off time period, or, to the extent that no date or timescale is specifiedif a time period has not been agreed upon, then within 14 days three calendar months after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is conclusion of the essence for delivery contract.
(4) lf the purchaser is entitled to classify call-off quotas, and he does not carry out such classification within one calendar month after expiration of the Supplies. The Supplier shallrelevant 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 procure that at all times be subject to timely and orderly receipt of the Supplier Personnel shallgoods from our own suppliers.
(6) Unless otherwise expressly agreed in writing, any indicated time of delivery or unloading shall be non-binding.
(without further liability 7) Any inability to the Company) devote such supply as a result of their time, attention and ability to the Supplies (including any overtime force majeure or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, thenother unforeseen incidents outside our responsibility including, without prejudice to any limitation, strike, lock out, acts of the Company’s other rights public authorities, subsequent cease of export or remedies, the Supplier shall promptly give the Company advance notice import opportunities and our reservation 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 timely supply from on own supplies in accordance with subsection (5) above shall, for their duration and in accordance with their impact, relieve us from the Company’s instructions obligation to comply with any agreed time for delivery 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; andunloading.
(b) 8) lf any agreed time of 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 Unless otherwise agreed by the Company in writing, all Goods or unloading shall be delivered to the Premises during business hours with transportation charges exceeded and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, 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 (as appropriate) such Goods by the expiry of such 24-hour period, the Company there shall be entitled no incident referred to enforce in subsection (7) above, then the Company’s remedies under Clause 8 (Remedies).
4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed Purchaser must specify to have accepted the Goods until it has had us a reasonable cure period of time minimum two weeks. lf we shall fail to inspect them following delivery ormeet such deadline also, if later, within a reasonable period then the Purchaser shall have the right to rescind the agreement but s hall have no right to seek compensation for breach of time after any latent defect contract or default unless in them has become apparentcases of willful misconduct or gross negligence on our part.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 2 contracts
Samples: General Terms and Conditions of Sale, General Terms and Conditions of Sale
Delivery. 4.1 The Supplier shall deliver Time, quality, and quantity are of the Supplies essence in accordance each Order and Buyer may cancel the Order 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 instructions and date(s) time, quality, and/or quantity specified in the Authorizing Document (or, to the extent that no date Order or timescale is specified, then within 14 days after the date Specifications.
4.2 Delivery times specified are times 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 Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such Goods at Buyer's designated place of 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 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 Company’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 Unless In the absence of specific instructions contained in the Order or Specifications, Seller shall pack, label, and ship all Goods in a commercially reasonable manner selected by Seller and approved by Buyer, which will ensure timely, safe, and conforming delivery and the lowest transportation cost. All shipments shall be F.O.B. Buyer's plant or other designated place of delivery specified by Buyer in the Order or otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 The Company andSeller will inform Buyer promptly of any circumstance that is expected to result in any delivery time, if applicablequality, and/or quantity not specified by Buyer and also of corrective measures that Seller is taking to minimize 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement effect 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 (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)circumstance.
4.5 Unless otherwise specifiedIn the event of tendered delivery not in compliance with the times, quality, and/or quantities specified by Buyer, unless Seller has received notice of rejection or cancellation from Buyer, then Seller will ship conforming Goods at the Supplier shall be responsible for installingearliest possible moment and by the fastest practicable and available means, commissioning and decommissioning the Goods, as applicablebut without any increase in any costs to Buyer.
4.6 The Company shall not be deemed All Goods received are subject, at Buyer's option, to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, inspection by Buyer or Buyer's designee within a reasonable period of time after any latent defect in them has become apparent.
4.7 The Supplier shall give delivery to Buyer's plant or designated place of delivery. Notwithstanding the Company prior written notice of foregoing, Seller acknowledges that final inspection may not occur until the delivery under this Agreement of Goods are delivered to Buyer's plant. Payment by Buyer for any Goods having a hazard does not constitute acceptance, and neither inspection nor payment shall relieve Seller of its responsibility to the health furnish conforming Goods. Terms and safety Conditions for Purchase and Sale of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.- Revised 10-5-2007 4
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Clean Diesel Technologies Inc)
Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions Seller acknowledges that all terms as to quantity, quality, specifications, and date(s) specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date time of delivery are material elements of this Agreement or at such other time as the Company may approve in writing or reasonably request)Order and must be strictly complied with. Time is of the essence for with respect to delivery of goods covered by this Order. Delivery must be in strict compliance with the Supplies. The Supplier shall, schedule contained in this Order and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote be made by Seller at such times and places and of their time, attention such items and ability to the Supplies (including any overtime or additional shifts required) quantities as may be necessary specified by KUKA ASSEMBLY AND TEST. KUKA ASSEMBLY AND TEST shall have no liability to meet those timescalesSeller 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 there is any likelihood Seller encounters or anticipates difficulty in meeting the delivery schedule, Seller must immediately notify KUKA ASSEMBLY AND TEST in writing, giving pertinent details; provided, however, that the Supplier receipt of such data shall be for information purposes only and shall not be construed as a waiver by KUKA ASSEMBLY AND TEST of any scheduled delivery date or of any other rights or remedies provided by law or this Order. If Seller fails to make timely delivery of all or any Supplier Personnel will fail to provide portion of the goods covered by any Supplies within the applicable timeline for performancePurchase Order, then, without prejudice to or if any of the Company’s other rights goods delivered to KUKA ASSEMBLY AND TEST are defective or remediesnot in conformity with any Purchase Order, then KUKA ASSEMBLY AND TEST may retain all or any portion of the goods delivered and return, at Seller's sole cost and expense, those goods not retained- all without waiver of any claim KUKA ASSEMBLY AND TEST may have against Seller for Seller's breach including, without limitation, the Supplier shall promptly give right to damages and the Company advance notice right to cancel any Purchase Order. A breach of the nature either these Terms and effects Conditions or any Purchase Order by Seller will also constitute a breach by Seller of the circumstances in question any other Purchase Order between Seller 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 andKUKA ASSEMBLY AND TEST entitling KUKA ASSEMBLY AND TEST, in the case of part delivery, the outstanding balance remaining addition to be delivered.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged remedies it may have, at law or in equity, to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Companycancel such other Purchase Orders.
4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 2 contracts
Samples: Purchase Order, Purchase Order
Delivery. 4.1 The Supplier 1. Unless expressly agreed otherwise in writing, delivery shall deliver the Supplies always take place "ex works" in accordance with the instructions and date(s) specified Incoterms of the International Chamber of Commerce, 2020 edition, with Merinox's warehouse in Alblasserdam, the 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 Netherlands being regarded as the Company may approve in writing or reasonably request)works.
2. Time The Buyer is of the essence for obliged vis-à-vis Merinox to immediately take delivery of the Suppliespurchased goods as soon as Merinox has notified the Buyer that they are available for delivery. The Supplier shallIf the Buyer fails to comply with this obligation, the goods shall be deemed to have been delivered from the notification referred to in the first sentence of this paragraph, and from that time Merinox shall procure be entitled to store these goods at the Buyer's expense and risk. In that case, Merinox shall also have the Supplier Personnel shall, (without further liability right to invoice the Company) devote such of their time, attention and ability to Buyer for the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, thengoods, without prejudice to any of the Company’s Merinox’ 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 circumstancesrights.
4.2 The Supplier shall ensure that:
(a) any Goods 3. Agreed delivery dates - even if a specific end date or period has been agreed - are marked approximate and delivered are not final. In the event of late delivery other than as a result of force majeure, Merinox must be declared 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 Unless otherwise agreed by the Company 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 Goods 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 delivered to interpreted on the Premises during business hours with transportation charges and any other applicable charges pre-paid by basis of the Supplier. The Company shall not be obliged to carry out any work to enable delivery Incoterms of Supplies to take place. The Supplier shall offload Goods at its own riskthe International Chamber of Commerce, as directed by 2020 Edition, unless expressly deviated from in the Companyagreement.
4.4 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 damage found on such inspection6. If the Company in its reasonable opinion considers any Buyer wishes to return goods to Merinox, it shall require Merinox's prior written permission to do so. The costs of the Goods return shipment shall be payable by the 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 in an unsuitable condition or demonstrated by the Buyer, Merinox shall compensate the Buyer for the costs of returning the wrong quantity either on delivery or subsequentlygoods, provided the Buyer has demonstrated these costs and these costs are reasonable. In all cases, the Company Buyer shall notify properly insure the Supplierreturn shipment (or have it insured), which shall promptly arrange also for the repair, remedy, correction or replacement benefit 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 Merinox as (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)co-)insured.
4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 2 contracts
Samples: General Terms and Conditions of Sale, General Terms and Conditions of Sale
Delivery. 4.1 The Supplier 10.1. Any delivery date indicated by Synertech shall deliver merely be regarded as the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the estimated date of this Agreement delivery and shall not bind Synertech to effect delivery on or at 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 time as the Company may approve right or remedy against Synertech (whether for losses, costs, damages, expenses, interest or otherwise) on account of delays in writing effecting delivery, partial delivery or reasonably request)non-delivery, whether occasioned by any negligent (including grossly negligent) act or omission attributable to Synertech.
10.3. Time is of the essence for If delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 particular order is 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 Company’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 Unless otherwise agreed by the Company effected in writingconsignments, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company Synertech shall not be obliged to carry out deliver any work 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 to deliver it at the railhead, when Synertech delivers it to the railhead to be so transported.
10.5. If Synertech agrees to engage a third party to transport the goods, then Synertech is hereby authorized to engage a third party of its choice on the customer’s behalf and on the terms deemed fit by Synertech, at the costs and risk of the customer to collect the goods (which shall constitute delivery when it is so collected) and transport it to the Customer. The customer hereby indemnifies Synertech against any costs and claims that may arise against Synertech from such engagement.
10.6. The customer shall be obliged to inspect all goods upon delivery and shall endorse the delivery note as to any missing or damaged goods and the onus of proof of any missing or damaged goods shall rest on the customer. No claims for missing or damaged goods shall be valid unless the delivery note has been endorsed as aforesaid and unless, in addition, the customer notifies Synertech in writing within 3 business days of the delivery of the goods of the claim in question and specifying the goods relating to such claim.
10.7. The customer shall be obliged to furnish all information necessary to enable delivery of Supplies the relevant goods to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspectioneffected. If the Company in its reasonable opinion considers any of customer fails or refuses to furnish the Goods information, delays, or fails or refuses to be in an unsuitable condition or of the wrong quantity either on take delivery or subsequentlyfails to make payment, the Company goods shall notify notwithstanding the Supplier, which shall promptly arrange the repair, remedy, correction or replacement provisions 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not clause 7 be deemed to have accepted been delivered to the Goods until 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 has had a reasonable period of time may have, be entitled 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 charge the Company prior written notice 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 under this Agreement of any Goods having a hazard to until the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken date it is collected by the Company on the delivery of such Goods customer and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goodspayable before collection thereof.
Appears in 2 contracts
Samples: Terms and Conditions, Terms and Conditions
Delivery. 4.1 The Supplier shall deliver Unless agreed otherwise in writing by the Supplies parties, all Goods are delivered FCA (“Free carrier” as defined in accordance with INCOTERMS 2020®) at the instructions and date(s) place specified in the 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 Order Confirmation.
4.2 Any dates quoted for delivery of the Supplies. The Supplier shallGoods or performance of Services are approximate only, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such time of 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 delivery is 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 not of the Company’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 circumstancesessence.
4.2 The Supplier 4.3 In the event of delay in delivery, Buyer shall ensure that:
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 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 the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages similar description and contents and, quality in the case cheapest market available, less the Price of part delivery, the outstanding balance remaining to be delivered.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Companyrelevant Goods.
4.4 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 Seller shall not be liable for any damage found 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 such inspectiontime (“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). If the Company in its reasonable opinion considers Following written notice to Xxxxx, Seller may also sell any of the Goods to be at the best price reasonably obtainable in an unsuitable condition or the circumstances and charge Buyer for any shortfall below the Price of the wrong quantity either on delivery or subsequently, Goods under 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicableContract.
4.6 The Company shall not be deemed to have accepted If Seller's delivery note or package labelling states that the Packages in which the Goods until it has had 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 reasonable period of time to inspect them following delivery orcharge have been made by Seller. "Packages" shall include bulk tankers, if laterminibulks, within a reasonable period of time after any latent defect in them has become apparentflexis, crates, boxes or other containers and pallets.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 2 contracts
Samples: Sales Contracts, Sales Contracts
Delivery. 4.1 The Supplier shall deliver the Supplies in accordance Goods to the Delivery Location during Get Living’s normal business hours on the Delivery Date, or on such other date as agreed with Get Living. In the instructions and date(s) specified in event that the Authorizing Document Supplier has failed to deliver the Goods within 7 days of the Delivery Date (oror such other date as agreed with Get Living), Get Living may rescind the Order and, to the extent that no date or timescale relevant, Supplier shall refund the Charges in respect of those Goods.
4.2 Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
4.3 Where it is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve agreed by Get Living in writing or reasonably request). Time is of and in advance that the essence Goods may be delivered by instalments, they may be invoiced and paid for separately.
4.4 If Get Living fails to accept delivery of the Supplies. The Supplier shall, and shall procure that Goods on the Supplier Personnel shall, (without further liability to the Company) devote such of 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 any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, specified Delivery Date during Get Living’s normal business hours then, without prejudice except where such failure or delay is caused or contributed to any of by the CompanySupplier’s other rights or remediesfailure to comply with its obligations under this Agreement, the Supplier shall promptly give store the Company advance notice of Goods until actual delivery takes place and may charge Get Living for the nature reasonable costs and effects of the circumstances in question and a best estimate of the duration expenses of such circumstancesstorage.
4.2 The Supplier 4.5 Each Delivery 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 be accompanied by a delivery note which shows from the Authorizing Document Supplier showing the order number, the date of orderthe Order, number the type and quantity of packages and contents Goods included in the Delivery and, in the case of part deliveryan Order being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 The Company and, if applicable, 4.6 If 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 requires Get Living to return any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods packaging materials to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which that fact must be clearly stated on the delivery note accompanying the relevant Delivery, and any such returns shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying be at the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies).
4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparentexpense.
4.7 The Supplier Risk in the Goods shall give pass to Get Living on completion of Delivery in accordance with clause 4.2. Title in the Company prior written notice Goods shall pass to Get Living on payment by Get Living for the Goods. This clause 4.7 is without prejudice to the rights of the delivery rejection that Get Living may have 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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the GoodsAgreement.
Appears in 2 contracts
Samples: Terms and Conditions for Supply of Services, Supply of Goods Agreement
Delivery. 4.1 The Supplier shall deliver Unless agreed otherwise in writing by the Supplies parties, all Goods are delivered FCA (“Free carrier” as defined in accordance with INCOTERMS 2020®) at the instructions and date(s) place specified in the 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 Order Confirmation.
4.2 Any dates quoted for delivery of the Supplies. The Supplier shallGoods or performance of Services are approximate only, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such time of 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 delivery is 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 not of the Company’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 circumstancesessence.
4.2 The Supplier 4.3 In the event of delay in delivery, Buyer shall ensure that:
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 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 reimbursing Buyer for the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of Goods is accompanied by a delivery note which shows similar description and quality, at the Authorizing Document numberlowest available market price, date less the Price of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Companyrelevant Goods.
4.4 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 Seller shall not be liable for any damage found 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 such inspectiontime (“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). If the Company in its reasonable opinion considers Following written notice to Buyer, Seller may also sell any of the Goods to be at the best price reasonably obtainable in an unsuitable condition or the circumstances and charge Buyer for any shortfall below the Price of the wrong quantity either on delivery or subsequently, Goods under 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicableContract.
4.6 The Company shall not be deemed to have accepted If Seller's delivery note or package labelling states that the Packages in which the Goods until it has had a reasonable period of time are delivered are returnable to inspect them following delivery orSeller, if later, within a reasonable period of time after any latent defect such Packages shall be returned 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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.accordance with
Appears in 2 contracts
Samples: Sales Contract, Sales Contract
Delivery. 4.1 The Supplier Company shall deliver the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document (or, to the extent ensure 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 each delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Company’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 orderthe Order, all relevant Buyer and Company reference numbers, the type and quantity of the Goods (including code number of packages and contents the Goods, where applicable), the total weight of the Goods being delivered and, in if the case of part deliveryOrder is being delivered by instalments, the outstanding balance of Goods remaining to be delivereddelivered (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 Unless otherwise agreed by Any dates quoted for delivery are approximate only, and the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall time of delivery is not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 deliveredessence. The Company shall not be liable for any damage found on such inspection. If the Company delay in its reasonable opinion considers any delivery of the Goods that is caused by a Force Majeure Event or the Buyer’s failure to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, provide the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction with adequate delivery instructions 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard other instructions that are relevant to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
4.4 If the Company fails to deliver the Goods, its liability shall be limited to the 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 Goods. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Buyer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 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 to 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 delivered are of the correct quantity and quality. In the event that the Delivery Note is not signed by the Buyer then the Goods will be deemed delivered in accordance with the INCOTERMS 2020. If the Buyer discovers there is a discrepancy between the Delivery Note and those Goods which it has 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 the Goods, the Company may at its sole discretion either reprocess or replace the Goods at its own expense but shall then be under no further liability in connection with such non-delivery, loss, damage or non-compliance.
4.8 All requests for proof of delivery must be made within a period of 21 days following the date of the invoice.
4.9 If for any reason the Buyer is unable to accept delivery of the Goods at the time when the Goods have been notified as ready for delivery, the Company may, at the cost of the Buyer, at its sole discretion store the Goods at the risk of the Buyer and take all reasonable steps to safeguard and insure them, provided that the Buyer shall be immediately informed thereof.
Appears in 2 contracts
Samples: Terms and Conditions, Terms and Conditions
Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) 4.1. Unless otherwise specified in writing by Eaton, delivery shall be made:
4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at the Authorizing Document Buyer’s warehouse; or
4.1.2. for ocean and air freight deliveries, FCA (or, Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in writing.
4.2. As notified 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 Buyer any dates quoted for delivery of the SuppliesSupplies are approximate only and may not be made of the essence by notice. The Supplier shallEaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, and shall procure delivery will be within a reasonable time.
4.3. If Eaton is satisfied that the Supplier Personnel shallSupplies have been short delivered, (without further liability Eaton shall at its option:
4.3.1. make up any short delivery by dispatching to the CompanyBuyer 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 allowing credit as above.
4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with 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 reason (other than the Buyer's fault) devote such of their time, attention and ability Eaton is accordingly liable to the Supplies Buyer, Xxxxx'x liability shall be limited to the excess (including any overtime or additional shifts requiredif any) as may be necessary of the cost to meet the Buyer (in the cheapest available market) of similar goods to replace those timescalesnot delivered over the price of the Supplies.
4.7. If there is the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any likelihood that cause beyond the Supplier Buyer's reasonable control or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, by reason of Xxxxx'x fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:
4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay
4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Company’s other rights Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or
4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or remedies, charge the Supplier shall promptly give Buyer for any shortfall below 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 courseprice 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 (b30) any delivery of Goods is accompanied by a delivery note which shows days from 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 deliveredEaton´s invoice.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection4.8. If the Company in its reasonable opinion considers Eaton holds any of the Goods to be Supplies contemplated in an unsuitable condition or clause 4.7 on the Buyer’s behalf in excess of three (3) months from 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 repairedstated for delivery, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company Eaton shall be entitled to enforce terminate the Company’s remedies under Clause 8 (Remedies)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.
4.5 Unless otherwise specified, the Supplier 4.9. The Buyer shall be responsible for installing, commissioning and decommissioning the Goods, as applicablenot refuse to receive Supplies due to minor defects.
4.6 The Company 4.10. Buyer shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery orprovide any information and documents required for export, if later, within a reasonable period of time after any latent defect in them has become apparenttransport and import purposes.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 2 contracts
Samples: General Terms and Conditions for Sale of Goods, General Terms and Conditions for Sale of Goods
Delivery. 4.1 5.1 The Supplier Goods shall deliver be delivered, carriage paid, and/or the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document (or, Services provided at Renold’s place of business 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 place of delivery as the Company may approve is agreed by Renold in writing or reasonably request). Time is prior to delivery of the essence Goods and/or provision of the Services (the “Delivery Location”).
5.2 The date for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Goods and/or provision of the Company’s other rights Services shall be specified in the Order, or remedies, the Supplier if no such date is specified then delivery shall promptly give the Company advance notice take place within 28 days of the nature and effects Order.
5.3 The Seller shall invoice Renold upon, but separately from, despatch of the circumstances in question and a best estimate Goods and/or provision of the duration of such circumstancesServices to Renold.
4.2 5.4 The Supplier Seller 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 that each delivery of Goods is accompanied by a delivery note which shows shows, among other things, the Authorizing Document Order number, date of orderOrder, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered.
4.3 5.5 Time for delivery of the Goods and/or provision of the Services shall be of the essence.
5.6 Unless otherwise agreed stipulated by Renold in the Order, deliveries shall only be accepted by Renold in normal business hours.
5.7 If the Goods are not delivered and/or the Services not provided on the due date then, without prejudice to any other rights which it may have, Renold reserves the right to:
5.7.1 cancel the Contract in whole or in part;
5.7.2 refuse to accept any subsequent delivery of the Goods and/or provision of the Services which the Seller attempts to make;
5.7.3 recover from the Seller any expenditure reasonably incurred by Renold in obtaining the Goods and/or Services in substitution from another supplier; and
5.7.4 claim damages for any additional costs, loss or expenses incurred by Renold which are in any way attributable to the Seller's failure to deliver the Goods and/or provide the Services on the due date.
5.8 If the Seller requires Renold to 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 Seller.
5.9 Where Renold agrees in writing to accept delivery by instalments the Contract shall be construed as a single contract in respect of each instalment. Nevertheless failure by the Company in writing, all Seller to deliver any one instalment shall entitle Renold at its option to treat the whole Contract as repudiated.
5.10 If the Goods shall be are delivered to Renold in excess of the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company quantities ordered Renold shall not be obliged bound to carry out pay for the excess and any work to enable delivery of Supplies to take place. The Supplier excess shall offload Goods be and shall remain at its own risk, as directed by the CompanySeller's risk and shall be returnable at the Seller's expense.
4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company 5.11 Renold shall not be deemed to have accepted the Goods and/or Services until it has had a reasonable period of time thirty days to inspect them following delivery or, if later, within a reasonable period of time or provision thereof. Renold shall also have the right to reject the Goods and/or Services as though they had not been accepted for fourteen days after any latent defect in them the Goods and/or Services has become apparent.
4.7 The Supplier shall give the Company prior written notice 5.12 Delivery 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 shall be taken by the Company completed on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply completion of the Goodsunloading of the Goods at the Delivery Location.
Appears in 2 contracts
Samples: Terms and Conditions of Purchase, General Terms and Conditions
Delivery. 4.1 The Supplier Company shall deliver the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document (or, to the extent ensure 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 each delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Company’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 orderthe Order, all relevant Buyer and Company reference numbers, the type and quantity of the Goods (including code number of packages and contents the Goods, where applicable), the total weight of the Goods being delivered and, in if the case of part deliveryOrder is being delivered by instalments, the outstanding balance of Goods remaining to be delivereddelivered (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 Unless otherwise agreed Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
4.4 If the Company fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Company Buyer in writingobtaining replacement goods of similar description and quality in the cheapest market available, all Goods shall be delivered to less the Premises during business hours with transportation charges and any other applicable charges pre-paid by price of the SupplierGoods. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 have no liability for any damage found on such inspection. If the Company in its reasonable opinion considers any of failure to deliver the Goods to be in an unsuitable condition the extent that such failure is caused by a Force Majeure Event or of the wrong quantity either on delivery or subsequently, Buyer’s failure to provide the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction with adequate delivery instructions 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard other instructions that are relevant to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
4.5 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 to 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 delivered are of the correct quantity and quality. In the event that the 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 accept delivery of the Goods at the time when the Goods have been notified as ready for delivery, the Company may, at the cost of the Buyer, at its sole discretion store the Goods at the risk of the Buyer and take all reasonable steps to safeguard and insure them, provided that the Buyer shall be immediately informed thereof.
Appears in 2 contracts
Samples: Terms & Conditions, Terms & Conditions
Delivery. 4.1 The Supplier 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 and understood by the parties 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 units required to be delivered pursuant to such Purchase Orders upon any particular delivery date to Buyer's dock within the Supplies ten-day period following the respective delivery date (provided the cause of such delivery failure is not attributable to 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 order to deliver Products in accordance with the instructions and date(sa then-effective Purchase Order) specified may result in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of Buyer terminating 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 Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Company’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 circumstancesunder Section 2.2.
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 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 2 contracts
Samples: Production Services Agreement (HeartWare LTD), Production Services Agreement (HeartWare LTD)
Delivery. 4.1 The Supplier shall deliver the Supplies 6.1 Except as otherwise agreed by both parties in accordance with the instructions and date(swriting all Goods are delivered EXW (ex works) specified Seller’s manufacturing plant stated in the Authorizing Document relevant purchase order. EXW (orex works) is as defined in INCOTERMS 2010. The Buyer will provide at its expense adequate and appropriate equipment and manual labour for loading or off-loading (as appropriate) the Goods.
6.2 All delivery dates and times are estimates and not legally binding on the Seller, which will use its reasonable endeavours to make available for collection or deliver (as appropriate) on time. If no delivery dates and/or times are specified, delivery will be within a reasonable time. Time of delivery will not be of the essence.
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 extent that no date Buyer for any direct, indirect or timescale is specifiedconsequential loss (all three of which terms include pure economic loss, then within 14 days after 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 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 Supplies. The Supplier shall, Goods (even if caused by the Seller’s negligence) except as set out in this Condition 8 and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Company’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 deliveryits wilful default or fraud.
6.4 Any additional costs incurred by the Seller for express deliveries undertaken at the request of the Buyer are for the account of the Buyer and will be added to the Prices and invoiced in accordance with Condition 13.2.
6.5 Any delay in delivery will not entitle the Buyer to cancel the purchase order. The Seller shall be entitled to perform two different delivery attempts should the first attempt fail due to a reason attributable to the Seller. In the event the second attempt also fails, due to a reason attributable to the Seller, the outstanding balance remaining Buyer shall be entitled to withdraw the purchase order provided the Buyer has given 15 days’ written notice to the Seller requiring the delivery to be deliveredmade and the Seller has not fulfilled the delivery within that period. If the Buyer cancels the purchase order in accordance with this Condition 6.5 then:
6.5.1 the Seller will refund the Buyer any sums which the Buyer has paid to the Seller in respect of that purchase order or part of the purchase order which has been cancelled; and
6.5.2 the Buyer will be under no liability to make any payments under Condition 13 in respect of that purchase order or part of the purchase order which has been cancelled.
4.3 Unless otherwise agreed 6.6 Subject to Condition 11, in the event of non-delivery of the Goods following the service of a written notice by the Company in writing, all Goods shall Buyer under Condition 6.5 the Seller’s liability for such non-delivery will be delivered limited to the Premises during business hours with transportation charges reasonable and any other applicable charges pre-paid proper costs and expenses incurred by the SupplierBuyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. The Company shall not be obliged If the Buyer fails to carry out any work to enable provide written notice of non-delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 The Company and, if applicablein accordance with Condition 6.5, the Supplier Seller shall inspect have no liability whatsoever to the Goods as soon as practicable following Buyer for such non-delivery and agree an inventory of the quality and quantity delivered. The Company Buyer shall not be liable for any damage found on such inspection. the Price of the Goods.
6.7 If the Company in its reasonable opinion considers Buyer refuses or fails to take delivery of any of the Goods to be in an unsuitable condition when they are ready or of the wrong quantity either on tendered for 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 (as appropriate) such or to provide any instructions, documents, licences or authorisations required to enable the Goods by to be delivered on time (except solely on account of the expiry of such 24-hour periodSeller’s default), the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies).
4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not Goods will be deemed to have accepted been delivered on or by the due date and (without prejudice to its other rights) the Seller may:
6.7.1 store or arrange for storage of the Goods until it has had a reasonable period of time to inspect them actual delivery or sale in accordance with Condition 6.7.2 and charge the Buyer for all related costs and expenses (including storage and insurance); and/or
6.7.2 following 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 to the Buyer, sell any of the delivery Goods at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the Price of the Goods under this Agreement of the Contract, having taken into account any Goods having a hazard charges related to the health sale and safety of persons or property, identifying those hazards and giving full details of any precautions charges referred to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the GoodsCondition 6.7.1.
Appears in 2 contracts
Samples: Sales Contracts, Sales Contracts
Delivery. 4.1 The Supplier Unless otherwise agreed in writing, all deliveries of Products shall deliver be made Free Carrier (FCA) in accordance with ICC’s Incoterms (2020 edition). All risks of loss or damage to the Supplies Products shall pass from the Seller to the Buyer when the Products are delivered to the Buyer in accordance with the instructions and date(s) specified agreed trade term as defined in the Authorizing Document ICC's Incoterms (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 request2020 edition). Time is The Buyer will make payment in accordance with clause 4 of the essence these Standard Terms and Conditions. Times specified for delivery of the SuppliesProducts are given and intended as estimates only unless otherwise agreed in writing. The Supplier shall, and shall procure that applicable delivery times are those indicated in the Supplier Personnel shall, (without further liability to the Company) devote such acknowledgement of 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 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 receipt of the Company’s other rights or remediesorders. The delivery times run from the date of the acknowledgement of receipt of the order. Where a firm time for delivery has been expressly agreed upon, the 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 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, 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 (as appropriate) such Goods by the expiry of such 24-hour period, the Company Buyer shall be entitled to enforce cancel the Company’s remedies under Clause 8 Contract by serving written notice to the Seller only if the delivery has been delayed by more than thirty (Remedies).
4.5 Unless otherwise specified30) days. If a new time for delivery has been agreed upon with Buyer after Seller has given an early warning of probable delayed delivery, the Supplier thirty (30) day period shall run from the new time for delivery agreed upon. In no event shall the Seller be responsible liable for installingindirect, commissioning special, consequential or financial damages arising out of or in connection with the late delivery of the Products. The Buyer shall inspect or have inspected the Products delivered and decommissioning shall notify the GoodsSeller in writing of any discrepancy regarding the quantity, as applicable.
4.6 The Company specification or quality of the Products to the order within fifteen (15) days of delivery of the Products. Once this time period has elapsed, the Buyer shall not be deemed to have accepted the Goods until it has had Products and shall have no warranty of conformity claim and no claim to compensation whatsoever. If a reasonable period notification is made within the fifteen (15) day period, the Seller shall repair or replace incorrect Products and/or deliver additional Products to meet the ordered quantity and the Buyer shall have no claim to compensation whatsoever. Freight and insurance cost for return of time non conforming Products to inspect them following delivery or, if later, within a reasonable period of time after the Seller will be borne by the Buyer. In case any latent defect in them has become apparent.
4.7 The Supplier shall give returned Product is being found on investigation by the Company prior written notice Seller to be conform to the specifications of the delivery under this Agreement of any Goods having a hazard order, the Seller is entitled to charge the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken Buyer all costs incurred by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company Seller in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goodsconnection with Xxxxx’s claim.
Appears in 2 contracts
Samples: Standard Terms and Conditions of Sale, Standard Terms and Conditions of Sale
Delivery. 4.1 The Supplier shall deliver the Supplies 5.1 Unless agreed in accordance with the instructions and date(s) specified in the 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 writing the Company may approve in writing or reasonably request)offers all items “Free On Transport” (“FOT”) at our store, Brisbane. Time is of the essence The Company will arrange for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, Goods (without further liability "Delivery") at additional cost to the CompanyPurchaser’s nominated delivery point only if agreed in prior negotiation and specified in writing. This would be nominated as “Delivered to Door” (“DTD”) devote such of their time, attention and ability in the respective quotation or Sales Order Agreement.
5.2 The Company is entitled to charge a fee for Delivery if it is not specifically nominated as an inclusion in the price quoted in an official company quotation.
5.3 The Company is deemed to have delivered the Goods when they are loaded on to the Supplies (including any overtime Purchaser’s nominated transport vehicle FOT or additional shifts required) as may be necessary to meet those timescales. If there is 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 Company’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, DTD made available for unloading at the outstanding balance remaining Purchaser's nominated delivery point.
5.4 The Purchaser is responsible for unloading the Goods from the Company's delivery vehicle.
5.5 If the Goods are to be deliveredcollected by the Purchaser from the Company's store Delivery occurs when the Goods are loaded on the Purchaser's vehicle.
4.3 5.6 The Company is not liable for any claims for non-fulfilment or late Delivery of Goods or for any loss or damage (including consequential loss or damage) suffered by the Purchaser arising from delay in delivery or failure to deliver due to circumstances beyond the Company's reasonable control and the Purchaser shall accept and pay for the goods notwithstanding late delivery.
5.7 The Purchaser shall in its purchase order advise the Company of the nominated delivery point and if applicable the required delivery time.
5.8 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges Purchaser and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, 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 (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce deliver the Company’s remedies under Clause 8 (Remedies)Goods in one or more lots. Where delivery of the Goods is effected by way of part delivery the Company shall be entitled to invoice the Purchaser for pro-rata progress payments in respect thereof.
4.5 Unless otherwise specified5.9 Notwithstanding the Purchaser's inability to accept delivery of the goods, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted delivered the Goods until it has had a reasonable period in accordance with these Terms of Sale and the goods shall be at the Purchaser's risk from the 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 when the Company prior written notice of goods have been loaded onto the delivery under this Agreement of any Goods having a hazard Purchaser's collecting vehicle or delivered to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by Purchaser's nominated delivery point (as the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goodscase requires).
Appears in 2 contracts
Samples: Terms and Conditions of Sale, Terms and Conditions of Sale
Delivery. 4.1 The Supplier 3.1 Delivery shall deliver occur when the Supplies in accordance with Goods arrive at the instructions and date(s) specified in the Authorizing Document (or, delivery address or 2 working days after delivery or collection is offered to the extent that no date Buyer
3.2 If the Buyer fails to take or timescale is specified, then within 14 days after make arrangements to accept delivery or collect the date of this Agreement Goods or at such other time as if the Company is unable to deliver due to inadequate access or instruction, delivery shall be deemed and The Company may approve in writing do any one or reasonably request). Time is more of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, following (without further liability to the Company) devote such of 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 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 Company’s other rights right or remedies, the Supplier shall promptly give remedy 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:may have):-
(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; andmake additional charges for failed delivery
(b) any delivery of store the Goods is accompanied by a delivery note which shows at the Authorizing Document number, date of order, number of packages Buyers risk and contents and, in cost
(c) invoice the case of part delivery, Buyer for the outstanding balance remaining to be delivered.Goods
4.3 Unless otherwise agreed (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 Company
3.3 Delivery dates are given in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Suppliergood faith but are estimates only. The Company Time for delivery shall not be obliged of the essence of the contract and while every reasonable effort will be made to carry out comply with such date compliance is not guaranteed and the Buyer shall have no right to damages or to cancel the order for failure by any work cause to enable meet any delivery date stated
3.4 Standard lead times vary according to product. Time estimates will be revised on receipt of Supplies to take place. The Supplier shall offload Goods at its own risk, the order and times will not run until we are in receipt of all information required from the Buyer including written approvals as directed requested by the Company.
4.4 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. 3.5 The Company shall not be liable for any damage found on such inspection. If 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 its reasonable opinion considers any delivery of the Goods or failure to be deliver the Goods in an unsuitable condition or a reasonable time
3.6 The Company reserves the right to 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.
3.7 Where the Buyer requires delivery of the wrong quantity either on delivery or subsequentlyGoods by instalments, 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 rescheduling requires the Company’s written agreement and will not be possible unless at least 3 month’s written notice is provided and so notifying the Supplieragreed. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods Each delivery shall constitute a separate contract and failure by the expiry Buyer to pay the agreed price in respect of such 24-hour period, any instalment shall entitle the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies).
4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, treat any other related contract as applicable.
4.6 The Company shall not be deemed repudiated in addition to have accepted the Goods until it has had a reasonable period any other rights 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 pursuant to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. these Conditions
3.8 The Supplier shall notify Buyer will indemnify the Company in writing respect of all requirements losses damages costs and restrictions imposed by governmental and other authorities or persons relating to expenses incurred as a result of delivery in accordance with the possession, use or onward supply of the GoodsBuyers instructions.
Appears in 2 contracts
Samples: Sales Contracts, Sales Contracts
Delivery. 4.1 The Supplier shall deliver Unless agreed otherwise in writing by the Supplies parties, all Goods are delivered FCA (“Free carrier” as defined in accordance with INCOTERMS 2020®) at the instructions and date(s) place specified in the 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 Order Confirmation.
4.2 Any dates quoted for delivery of the Supplies. The Supplier shallGoods or performance of Services are approximate only, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such time of 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 delivery is 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 not of the Company’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 circumstancesessence.
4.2 The Supplier 4.3 In the event of delay in delivery, Buyer shall ensure that:
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 Goods are marked sums which Buyer has paid for the undelivered Goods, 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 reimbursing Buyer for the reasonable and proper external costs and expenses incurred by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents andBuyer, in obtaining replacement goods of similar description and quality, at the case lowest available market price, less the Price of part delivery, the outstanding balance remaining to be delivered.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Companyrelevant Goods.
4.4 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 Seller shall not be liable for any damage found 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, licenses or authorizations to enable the Goods or Services to be supplied on such inspectiontime (“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). If the Company in its reasonable opinion considers Following written notice to Xxxxx, Seller may also sell any of the Goods to be at the best price reasonably obtainable in an unsuitable condition or the circumstances and charge Buyer for any shortfall below the Price of the wrong quantity either on delivery or subsequently, Goods under 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicableContract.
4.6 The Company shall not be deemed to have accepted If Seller's delivery note or package labelling states that the Packages in which the Goods until it has had 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 reasonable period of time to inspect them following delivery orcharge have been made by Seller. "Packages" shall include bulk tankers, if laterminibulks, within a reasonable period of time after any latent defect in them has become apparentflexis, crates, boxes or other containers and pallets.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 2 contracts
Samples: Sales Contract, Sales Contracts
Delivery. 4.1 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 in writing between the parties) apply despite any other provision of the Contract.
4.2 Unless otherwise agreed in writing (email, letter, quotation or order acknowledgement) the currency for the Price will be pounds sterling.
4.3 The Supplier shall deliver the Supplies 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 instructions and date(s) specified ICC terms agreed between the parties or as stated in the Authorizing Document (orquotations if not otherwise agreed where each term is defined in Incoterms® 2020
4.5 Any dates quoted for Delivery are approximate only, to and the extent that no date or timescale time of delivery 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 not of the essence for delivery of the Suppliesessence. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Company’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 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection. If the Company delay in its reasonable opinion considers any delivery of the Goods caused by:
(a) a Force Majeure Event; or
(b) the Customer's failure to be in an unsuitable condition provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the wrong quantity either on delivery or subsequentlyGoods including without limitation, seeking to vary the Company shall notify rule under Incoterms® 2020 applying to Delivery; or
(c) the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time inability of the Company’s so notifying Supplier for whatever reason to arrange carriage on commercial terms or at all.
(d) customs withholding clearance of the Supplier. 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 full)
4.7 If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled fails to enforce the Company’s remedies under Clause 8 (Remedies).
4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning Deliver the Goods, as applicable.
4.6 The Company its liability shall not be deemed limited to have accepted the Goods until it has had a reasonable period costs and expenses incurred by the Customer in obtaining replacement goods of time to inspect them following delivery orexact description and quality in the cheapest market available, if later, within a reasonable period of time after any latent defect in them has become apparent.
4.7 The Supplier shall give less the Company prior written notice price 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 Company on the delivery of such Goods and their subsequent storage or handlingGoods. The Supplier shall notify have no liability for any failure to Deliver the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating Goods to the possession, use extent that such failure is caused by a Force Majeure Event or onward the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.8 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 delay is caused by a Force Majeure Event:
(a) Subject to the relevant Incoterms® 2020, Delivery of the Goods shall be deemed to have been completed at
Appears in 2 contracts
Samples: Contract for Supply of Goods and Services, Contract for Supply of Goods and Services
Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified in the 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)4.1. Time is of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Company’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 Arkay shall ensure that:: -
(a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements each delivery 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 orderthe Order Confirmation, all relevant Customer and Arkay reference numbers, the type and quantity of the Goods (including the code number of packages and contents the Goods, where applicable), special storage instructions (if any) and, in if the case of part deliveryGoods 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.
4.3 Unless otherwise agreed by 4.2. Xxxxx shall deliver the Company in writing, all 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 delivered completed on the Goods' arrival at the Delivery Location (Delivery Completion). The Customer shall grant Arkay access to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged Delivery Location in order to carry out any work to enable effect delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of and 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 (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 Unless otherwise specified, the Supplier Customer shall be responsible for installing, commissioning and decommissioning off-loading the Goods. Any dates quoted for delivery or in the Order Confirmation are approximate only, as applicableand the time of delivery is not of the essence.
4.6 The Company 4.4. If the Customer fails to take actual delivery of the Goods within 2 Business Days of Arkay notifying the Customer under Clause 4.2 that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Arkay's failure to comply with its obligations under the Order then: -
(a) delivery of the Goods shall not be deemed to have accepted been completed at 9.00 am on the third Business Day after the day on which Arkay notified the Customer that the Goods were ready; and
(b) Arkay shall store the Goods until it has had a reasonable period of time to inspect them following delivery oractually takes place and the Customer shall pay for all related costs and expenses incurred by Arkay (including without limitation storage, if later, within a reasonable period of time after any latent defect in them has become apparentdelivery and transportation costs and insurance).
4.7 The Supplier shall give 4.5. If within 10 Business Days after the Company prior written notice day on which Xxxxx notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, Arkay may resell or otherwise dispose of part or all of the delivery under this Agreement of any Goods having a hazard and, after deducting reasonable storage, handling and selling costs, account to the health and safety Customer for any excess over the price of persons the Goods or property, identifying those hazards and giving full details of charge the Customer for any precautions to be taken by shortfall below the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply price of the Goods.
4.6. Arkay may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
Appears in 2 contracts
Samples: Terms of Business, Terms of Business
Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified in the 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 Any dates quoted for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Company’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 approximate only 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 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection. If loss suffered by the Buyer arising from any delay in the delivery of the Goods.
4.2 The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery and the Buyer shall not be entitled to refuse to accept and/or receive late delivery of the Goods
4.3 Time for delivery shall not be of the essence unless previously agreed by the Company in its reasonable opinion considers any of writing and it is agreed that the Goods Buyer shall not be entitled to be in an unsuitable condition or of terminate 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 Contract by reason of the Company’s so notifying failure to deliver by the SupplierDelivery Date
4.4 Delivery shall take place and risk shall pass to the Buyer upon the earliest of the following:-
(a) The Company handing the Goods to the Buyer or its agent at the Company’s premises, or
(b) The Goods leaving the Company’s premises, or
(c) On the eighth day following notification that the Goods are ready for dispatch except in the case of export orders which, unless agreed otherwise in writing, will be delivered F.O.B at an Italian port of the Company’s choosing
4.5 If the Buyer fails to:-
(a) take delivery of the Goods or fails to give adequate delivery instructions before or at the Delivery Date (otherwise than by reason of the Company’s fault); and
(b) collect the Goods on the expiry of the seventh day following notification of readiness for despatch then without prejudice to any other right or remedy available to the Company it may:-
(a) store the Goods until actual delivery and charge the Buyer the reasonable costs (including transportation and insurance) of storage; or
(b) treat the Contract as repudiated and sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the Price or charge the Buyer for any shortfall below the Price
4.6 The Buyer shall inspect the Goods immediately on delivery and shall within seven (7) days of delivery notify the Company of any alleged defect damage or failure to comply with description or sample. The Buyer shall afford the Company an opportunity to inspect the Goods within a reasonable time following delivery and before any use is made of them. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Buyer shall fail to comply with these provisions the Goods by the expiry of such 24-hour period, the Company shall be entitled conclusively presumed to enforce be in accordance with the Company’s remedies under Clause 8 (Remedies).
4.5 Unless otherwise specified, Contract free from any defect or damage which would be apparent on a reasonable examination of the Supplier Goods and the Buyer shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.Goods
4.7 The Supplier Buyer shall give be responsible for obtaining all necessary licenses and permissions for the Company prior written notice import and use of the delivery under this Agreement Goods into the country of destination
4.8 Save as otherwise provided in writing, in respect of export orders, any Goods having stated Delivery Dates shall commence only upon receipt of a hazard to letter of credit complying in all respects with the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the GoodsCompany’s requirements.
Appears in 2 contracts
Samples: Sales Contracts, Sales Contract
Delivery. 4.1 The Supplier shall deliver Unless agreed otherwise in writing by the Supplies parties, all Goods are delivered FCA (“Free carrier” as defined in accordance with INCOTERMS 2020®) at the instructions and date(s) place specified in the 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 Order Confirmation.
4.2 Any dates quoted for delivery of the Supplies. The Supplier shallGoods or performance of Services are approximate only, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such time of 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 delivery is 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 not of the Company’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 circumstancesessence.
4.2 The Supplier 4.3 In the event of delay in delivery, Buyer shall ensure that:
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 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 reimbursing Buyer for the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of Goods is accompanied by a delivery note which shows similar description and quality, at the Authorizing Document numberlowest available market price, date less the Price of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Companyrelevant Goods.
4.4 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 Seller shall not be liable for any damage found 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 such inspectiontime (“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). If the Company in its reasonable opinion considers Following written notice to Xxxxx, Seller may also sell any of the Goods to be at the best price reasonably obtainable in an unsuitable condition or the circumstances and charge Buyer for any shortfall below the Price of the wrong quantity either on delivery or subsequently, Goods under 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicableContract.
4.6 The Company shall not be deemed to have accepted If Seller's delivery note or package labelling states that the Packages in which the Goods until it has had a reasonable period of time are delivered are returnable to inspect them following delivery orSeller, if later, within a reasonable period of time after any latent defect such Packages shall be returned 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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.accordance with
Appears in 2 contracts
Samples: Sales Contract, Sales Contract
Delivery. 4.1 The Supplier 3.2.1 All Products shipped domestically (i.e., within the U.S.) shall deliver be shipped to the Supplies 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 accordance with a manner suitable for export shipment, (b) arrange for shipment of the instructions Products and date(s(c) specified 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 Authorizing Document (orapplicable Project Work Scope Schedule or otherwise mutually agreed in writing by the Parties.
3.2.2 In order for Xxxxxxxx to ensure that all Products are shipped timely, Buyer shall submit a completed Site Requirement form as referenced within Exhibit 5 to 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 delayed by more than 60 days in accordance with section 2.5.3, the Parties agree that (a) as to Instruments, Buyer is permitted to reschedule shipment of up to two Instruments at no date additional charge, (b) for each Instrument, Buyer shall be responsible to pay Xxxxxxxx a monthly storage fee of $[***] USD per unit that is not shipped on or timescale by the 60th day, and (c) as to Consumables, Buyer is specified, then permitted to reschedule shipment at no additional charge. Buyer shall remit payment of such charges applied in this section 3.2.4 (b) within 14 45 days after of the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is receipt of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within an applicable invoice from Xxxxxxxx following the applicable timeline for performance, then, without prejudice to any of the Company’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 circumstancesstorage.
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 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 2 contracts
Samples: Umbrella Development & Supply Agreement (Seer, Inc.), Umbrella Development & Supply Agreement (Seer, Inc.)
Delivery. 4.1 The Supplier 5.1 Delivery periods shall deliver only be binding if expressly agreed in writing. Unless otherwise agreed in the Supplies 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 period of time during which Buyer fails to comply with its obligations to Seller. In case Seller does not comply with Seller’s obligations, Seller shall only be liable for all types of damages in accordance with the instructions Section 13 (Limited Liability) of these Terms and date(s) specified in the 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 Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Company’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 circumstancesConditions.
4.2 The Supplier shall ensure that:
(a) any Goods are marked and delivered in accordance with 5.4 Seller reserves 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 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged right to carry out any work to enable a delivery of Supplies to take place. The Supplier shall offload Goods at its using Seller’s own risk, as directed by the Companydelivery organization.
4.4 The Company and, 5.5 Buyer may rescind this Contract if applicable, Seller’s delivery delay is more than ninety (90) days unless the Supplier shall inspect the Goods as soon as practicable following delivery hindrance is merely temporary in nature and agree an inventory 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 the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods Buyer to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplierrescind this Contract, 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 (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled Buyer fails to enforce the Company’s remedies under Clause 8 (Remedies).
4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, exercise within a reasonable period of time after any latent defect in them has become apparentset by Seller, shall be forfeited.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 2 contracts
Samples: Sales Contracts, Sales Contracts
Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified in the 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). 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 Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime whole or additional shifts required) as may be necessary to meet those timescales. If there is 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 part of the CompanyOrder shall not constitute a waiver of Buyer’s other rights or remedies, claim for any direct and/or indirect damages which 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 circumstanceslate delivery may have caused.
4.2 The Supplier 2.2 Seller shall ensure that:
(a) any Goods are marked suitably xxxx, xxxx and delivered ship the goods in accordance with standards and norms for the types of materials being shipped and in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier transporting the goods and properly packed shall assure delivery free of damage and secured so as deterioration. In addition, Seller shall comply with any packing, marking or shipping instructions provided by the Buyer. Buyer shall not be charged for packing, marking or shipping unless same is agreed to reach their destination in an undamaged condition in with the ordinary courseSeller and is separately itemized on the Face of the Order. Buyer’s order number must appear on the container, the packing list, invoice and correspondence relating to the Order. Two copies of the packing list (which provides the quantity and description of the goods contained therein) shall be placed within the container.
2.3 Unless otherwise stated by Buyer on the Face of the Order, for US shipments: (a) Seller shall arrange for freight pursuant to Buyer’s instructions; and
(b) any 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 Goods is accompanied the goods to Buyer’s facility or such other destination specified by a Buyer. Unless otherwise stated by Xxxxx on the Face of the Order, for international shipments, delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, goods shall be made FOB named port in the case of part delivery, the outstanding balance remaining to be deliveredaccordance with Incoterms 2000.
4.3 Unless otherwise agreed 2.4 Buyer’s failure at any time to require strict performance by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery Seller of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company provisions herein shall not be deemed waive or diminish Buyer’s right thereafter to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after demand strict compliance therewith or with 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 other provisions. Waiver of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of default shall not waive any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goodsdefault.
Appears in 2 contracts
Samples: Terms and Conditions of Purchase, Terms and Conditions of Purchase
Delivery. 4.1 The Supplier 16.1 Unless otherwise notified by the Company in the Order, the Goods shall deliver the Supplies be delivered Free Carrier (in accordance with the instructions and date(s) most recent version of the Incoterms), to such place of delivery as is indicated by the Company, provided that the Seller shall be responsible for loading the Goods. Notwithstanding the foregoing, the Company may request the Seller to arrange for transportation to the Company's premises through the carrier nominated by the Company.
16.2 The date for delivery shall be specified in the Authorizing Document (orOrder, to the extent that or if no such date or timescale is specified, specified then delivery shall take place within 14 28 days after placing the Order. If the actual 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 Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to ’s premises is later than that specified in the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, Order then without prejudice to any other rights it may have, the Company may apply the remedies as set forth in these Conditions.
16.3 The Seller warrants that all components and spare parts of the Company’s other rights or remedies, delivered Goods (including any software) will be available during the Supplier shall technical life of the delivered Goods and promptly give dispatched to the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstancesupon its request.
4.2 16.4 The Supplier Seller 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 that each delivery of Goods is accompanied by a delivery note which shows shows, inter alia, the Authorizing Document Order number, line item number, date of orderOrder, number of packages and contents and, in the case of part partial delivery, the outstanding balance remaining to be delivered.
4.3 16.5 Unless otherwise agreed stipulated by the Company in writingthe Order, all Goods 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 Premises during business hours with transportation charges Company and any other applicable charges pre-paid 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 construed as a single Contract in respect of each installment. Nevertheless, failure by the Supplier. The Seller to deliver any installment shall entitle the Company to avail itself of the remedies as set forth in Article 8.
16.8 If the Goods are delivered to the Company in excess of the quantities ordered, the Company shall not be obliged bound to carry out pay for the excess and any work to enable delivery of Supplies to take place. The Supplier shall offload Goods excess will be and will remain at its own risk, as directed by the CompanySeller’s risk and will be returnable at the Seller’s expense.
4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 2 contracts
Samples: Terms and Conditions for the Purchase of Goods and Services, Terms and Conditions for the Purchase of Goods and Services
Delivery. 4.1 8.1 Except as otherwise agreed by both parties in writing all Goods are delivered EXW (ex works) Seller’s manufacturing plant stated in the relevant purchase order. EXW (ex works) is as defined in INCOTERMS 2010. The Supplier shall Buyer will provide at its expense adequate and appropriate equipment and manual labour for loading or off-loading (as appropriate) the Goods.
8.2 All delivery dates and times are estimates and not legally binding on the Seller, which will use its reasonable endeavours to make available for collection or deliver (as appropriate) on time. If no delivery dates and/or times are specified, delivery will be within a reasonable time. Time of delivery will not be of the Supplies essence.
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 instructions and date(s) specified 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 Authorizing Document (orevent of non-delivery of the Goods following the service of a written notice by the Buyer under Condition 8.5 the Seller’s liability for such non-delivery will be limited to 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. The Seller will have no liability for any failure to deliver to the extent that no date such failure is caused by the Buyer’s failure to provide the Seller with adequate delivery instructions or timescale is specified, then within 14 days after any other instructions that are relevant to the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is supply of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescalesGoods. If there is any likelihood that the Supplier or any Supplier Personnel will fail Buyer fails to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance written 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 non- delivery in accordance with Condition 8.5, the Company’s instructions and any applicable regulations Seller shall have no liability whatsoever to the Buyer for such non-delivery.
8.7 If the Buyer refuses or requirements of the carrier and properly packed and secured so as fails to reach their destination in an undamaged condition in the ordinary course; and
(b) any take 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 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition when they are ready or of the wrong quantity either on tendered for 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 (as appropriate) such or to provide any instructions, documents, licences or authorisations required to enable the Goods by to be delivered on time (except solely on account of the expiry of such 24-hour periodSeller’s default), the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies).
4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not Goods will be deemed to have accepted been delivered on or by the due date and (without prejudice to its other rights) the Seller may:
8.7.1 store or arrange for storage of the Goods until it has had a reasonable period actual delivery or sale in accordance with Condition 8.7.3 and charge the Buyer for all related costs and expenses (including storage and insurance); and/or
8.7.2 recover from the Buyer all wasted transport costs resulting from the Buyer’s refusal or failure to take delivery of time to inspect them the Goods when tendered for delivery; and/or
8.7.3 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 to the Buyer, sell any of the delivery Goods at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the Price of the Goods under this Agreement of the Contract, having taken into account any Goods having a hazard charges related to the health sale and safety of persons or property, identifying those hazards any charges referred to in Conditions 8.7.1. and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods8.7.2.
Appears in 2 contracts
Samples: Sales Contracts, Sales Contracts
Delivery. 4.1 The Supplier shall deliver 7.1 Stertil reserves the Supplies in accordance with right to elect the instructions and date(s) specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date means of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence transport for delivery of the SuppliesGoods. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further Where Purchaser requests a special method of delivery Purchaser accepts liability for those costs which will be added to the Company) devote such of their time, attention invoice. Goods will be delivered ex-works Stertil Incoterms 2000 if and ability to the Supplies (including any overtime or additional shifts required) for as may be necessary to meet those timescales. If there is 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 Company’s far no specific 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 circumstancesterm has been agreed upon.
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 7.2 Any dates quoted for delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages are approximate only and contents and, in the case of part delivery, the outstanding balance remaining to be delivered.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 Stertil shall not be liable for any damage found on such inspection. If the Company delay in its reasonable opinion considers any delivery of the Goods to be in an unsuitable condition or of the wrong quantity either on howsoever caused. Time for 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed of the essence.
7.3 Where Goods are to have accepted be delivered in instalments, each delivery shall constitute a separate contract and failure by Stertil to deliver any one or more of the instalments shall not entitle Purchaser to treat the Contract as a whole as repudiated.
7.4 If Stertil fails to deliver the Goods until it has had a for any reason other than any cause beyond Stertil’s reasonable period of time control or Purchaser’s fault, and Stertil is accordingly liable to inspect them following delivery orPurchaser, Stertil’s liability shall be limited to the excess (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 any) of the delivery under this Agreement cost to Purchaser (in the cheapest available market) of any Goods having a hazard similar goods to replace those not delivered over the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply price of the Goods.
7.5 If delivery of the Goods 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 consigned or sent to Purchaser or his agent, no claim will be accepted by Stertil and it shall not be liable, insofar as the negligence of itself, its servants or agents can be established for:
(a) GOODS DAMAGED IN TRANSIT, unless the Stertil and the carrier are notified in writing within 10 days of delivery;
Appears in 2 contracts
Samples: Sales Contracts, Sales Contracts
Delivery. 4.1. Each sale of Bunker Fuel shall be confirmed by a Bunker Confirmation.
4.2. Notwithstanding Clause 4.1 The Supplier shall but always subject to these General Terms, the Seller may, at the request of the Buyer, agree to sell and deliver the Supplies in accordance with the instructions and date(s) specified Bunker Fuel in the Authorizing Document absence of a Bunker Confirmation and in each such case the sale of Bunker Fuel shall be confirmed and binding against the Buyer upon the Buyer’s acceptance of price, quoted by Seller. The Seller may thereafter provide the Bunker Confirmation confirming the price accepted by the Buyer but the absence of such Bunker Confirmation shall not render the Bunker Contract void.
4.3. The Buyer shall provide the Seller with a minimum of three (or3) working days prior written notice before the arrival of Vessel specifying the following: Xxxxxx’s name, to the extent that no estimated date or timescale is specified, then within 14 days after the date and time of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is arrival of the essence for Vessel, delivery location at the port, method of delivery and confirmation of the Suppliesreceiving rates, grades and quantities of Bunker Fuel required.
4.4. The Supplier shall, and shall procure In the event that the Supplier Personnel shall, Buyer provides a notice of less than three (without further liability to the Company3) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) working days as may be necessary to meet those timescales. If there is 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 Company’s other rights or remediesrequired in Clause 4.3, the Supplier Seller shall promptly give use its reasonable endeavors, but shall be under no obligation to make the Company advance delivery. Where despite short 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 Seller agrees 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 make delivery, the outstanding balance remaining to be delivered.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 Seller shall not be liable for any damage found on such inspection. If resulting delay in delivery and the Company in its reasonable opinion considers Buyer shall reimburse any of the Goods to be 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 (as appropriate) such Goods and all costs incurred by the expiry of Seller in making such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies)delivery.
4.5 Unless otherwise specified4.5. The Buyer, or its agents at the Supplier shall be responsible for installingport or place of delivery, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
4.7 The Supplier shall give the Company prior written notice Seller or its representatives at the port or place of the delivery under this Agreement of any Goods having a hazard to the health delivery, seventy- two (72) and safety of persons or property, identifying those hazards forty-eight (48) hours approximate and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.twenty- four
Appears in 1 contract
Samples: Bunker Contract
Delivery. 4.1 The Supplier shall Where it has been agreed in writing by Xxxxxxxx that it will deliver the Supplies in accordance Equipment (but not otherwise) delivery shall be made by Wolseley to a location agreed with the instructions and date(s) specified in the Authorizing Document (or, Hirer. Wolseley shall use reasonable endeavours to the extent that no date or timescale is specified, then within 14 days after effect delivery by the date and time agreed with the Hirer. The Hirer shall ensure that an authorised representative of this Agreement the Hirer is present to receive delivery of the Equipment. Where Xxxxxxxx has tried to deliver the Equipment but has been unable to because of any act or at such omission of the Hirer, the Hirer shall reimburse Wolseley on demand any costs incurred by Xxxxxxxx for the aborted delivery. In all other time as circumstances, the Company may approve in writing Hirer shall be solely responsible for arranging for delivery or reasonably request). collection of the Equipment from Wolseley.
4.2 Time of delivery or collection of the Equipment is not of the essence for and all delivery of the Suppliesand collection dates and times provided are estimates only. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability Hirer may not refuse to the Company) devote such of 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 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 Company’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 take delivery, the outstanding balance remaining to be delivered.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplierclaim damages or terminate this Agreement for late delivery. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 Wolseley shall not be liable for any damage found on such inspection. If failure, nor shall Wolseley be liable for any failure by the Company in its reasonable opinion considers any Hirer, to arrange delivery or collection of the Goods Equipment on the estimated delivery and collection dates.
4.3 Delivery or collection of the Equipment shall be at the Hirer's expense. To facilitate delivery or collection of the Equipment, the Hirer shall at its expense provide all requisite materials, facilities, access and suitable working conditions to enable delivery or collection to be carried out safely and expeditiously. The Hirer shall be responsible for the unobstructed access and, unless otherwise agreed in an unsuitable condition or writing with Xxxxxxxx, for unloading and loading of the wrong quantity either on Equipment at the Site and at Wolseley's collection depot, and any personnel supplied by Xxxxxxxx for assisting the Hirer with such unloading and/or loading shall be deemed to be under the direction and control of the Hirer. Such personnel shall for all purposes in connection with their employment in the loading and/or unloading shall be regarded as the servants or agents of the Hirer who alone shall be responsible for all claims arising in connection with unloading and or loading of the Equipment by, or with the assistance of, such personnel.
4.4 The Hirer shall carry out a thorough immediate inspection of the Equipment upon delivery or subsequentlycollection. Unless the Hirer notifies Wolseley in writing within 72 hours of delivery or collection of any defect in or issue with the Equipment, 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 (as appropriate) such Goods by the expiry of such 24-hour period, the Company it shall be entitled deemed that: (a) the Hirer is satisfied the Equipment is safe and without risk to enforce health when used; and (b) the Company’s remedies under Clause 8 Equipment is in good working order and condition, fit for the purpose for which it is required and in every way satisfactory to the Hirer (Remediessave for any inherent and latent defect not ascertainable by reasonable examination).
4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until Where it has had a reasonable period of time been agreed in writing by Xxxxxxxx (but not otherwise), Xxxxxxxx will provide training to inspect them following delivery orthe Hirer at the Site in the use, 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 operation and manual handling of the delivery under this Agreement of any Goods having Equipment. Training shall take place at a hazard to time and date agreed between the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by parties. Xxxxxxxx shall inform the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply Hirer of the Goodscharges for providing such training and the Hirer shall pay such charges to Xxxxxxxx in accordance with clause 3.
Appears in 1 contract
Samples: Hire Contract
Delivery. 4.1 The Supplier If the Seller is responsible for delivery, the Seller shall deliver the Supplies in accordance with Goods to the instructions and date(s) specified Buyer’s premises as set out in the Authorizing Document Order or such other location as the parties may agree (orthe "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.
4.3 If delivery of the Goods is to anywhere outside the European Union, the Seller shall not be responsible for delivery and delivery of the Goods shall be EXW at the 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 Goods to the extent that no date or timescale is specifiedBuyer, 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 which case delivery of the essence Goods shall be DAP at the Buyer's premises.
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 Suppliesessence of any Contract. Subject to the Buyer complying with Condition 4.5, the Seller shall aim to deliver within 30 (thirty) days of any delivery time stated.
4.5 The Supplier shallBuyer shall notify the Seller within 5 (five) working days of the estimated date of delivery notified by the Seller in the event of non-delivery.
4.6 The date for delivery shall in every case be dependent upon prompt receipt of all necessary information, final instructions or approvals from the Buyer in connection with any act required to enable the Seller to despatch the Goods.
4.7 If any Order for Goods is to be 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 procure be construed accordingly, including that the Supplier Personnel shallSeller may suspend delivery whilst payment is overdue in respect of any previous instalment in accordance with Condition 3.5.1.
4.8 If the Seller fails to make delivery or makes defective delivery of any instalment, (without further liability 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 Company) devote such Buyer for postponement of their time, attention and ability delivery of the Goods but shall be under no obligation to do so. Where delivery is postponed otherwise than due to default by the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, Seller then, without prejudice to any all other rights and remedies available to the Seller, the Buyer shall 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 Company’s other rights Buyer (including over ordering of Goods or remediesholding an excess of stock) (the "Returned Goods"). Where the Seller agrees in writing to accept Returned Goods the Buyer shall pay the full price for the Goods, less the Supplier shall promptly give following, to the Company advance notice Seller:
4.10.1 Goods returned within 30 days of delivery – 90% of the nature price will be refunded;
4.10.2 Goods returned between 31 and effects 90 days (inclusive) after delivery – 80% of the circumstances in question price will be refunded;
4.10.3 Goods returned between 91 and a best estimate 180 days (inclusive) after delivery – 60% of the duration of such circumstances.price will be refunded;
4.2 The Supplier shall ensure that:
4.10.4 Goods returned between 181 and 270 days (ainclusive) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements after delivery – 40% of the carrier price will be refunded;
4.10.5 Goods returned between 271 and properly packed and secured so as to reach their destination in an undamaged condition in 365 days (inclusive) after delivery – 20% of the ordinary courseprice will be refunded; and
(b) any 4.10.6 for Goods returned 366 days or more after delivery there will be no refund, provided in each case that the Goods comply with the conditions set out in Condition 4.12. For the purposes of this Condition 4.10, the Goods will be considered 'returned' when the Seller is in physical possession of the Returned Goods.
4.11 If the Buyer refuses to take delivery of any Goods with no valid reason (whether such reason is accompanied by valid is to be determined at the absolute discretion of the Seller) (the "Refused Goods") the Buyer shall pay to the Seller the full delivery costs for the Refused Goods plus a delivery note which shows handling charge of 10% of the Authorizing Document numberprice of the Refused Goods or £15, whichever is the higher.
4.12 The Seller will only accept Returned Goods and Refused Goods if:
4.12.1 the Goods are complete units of sale; and
4.12.2 the Goods are in the same condition as at the date of order, number of packages and contents delivery; and,
4.12.3 the Goods are saleable.
4.13 If the Seller does not accept the Returned Goods or Refused Goods because such Goods do not meet the conditions set out in the case of part deliveryin Condition 4.12, the outstanding balance remaining to be delivered.Buyer shall:
4.3 Unless otherwise agreed by 4.13.1 if the Company in writingBuyer has not already paid the Seller for the Goods, all Goods shall be delivered to pay the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any full Price of the Goods to be the Seller in an unsuitable condition or of accordance with Condition 3, or
4.13.2 if the wrong quantity either on delivery or subsequentlyBuyer has already paid the Seller for the Goods, 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 (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)any refund.
4.5 Unless otherwise specified, 4.14 The Seller will organise for the Supplier shall be responsible for installing, commissioning collection of all Returned Goods and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have Refused Goods 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 Company on the delivery of such Goods Seller in accordance with Conditions 4.10, 4.11 and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods4.12.
Appears in 1 contract
Delivery. 4.1 1. Stated delivery dates should be regarded as approximate only. Delivery after the stated delivery date shall not be a breach of contract by the Seller and shall not entitle the Buyer to any remedy. The Supplier Products delivered may differ from the description in the purchase agreement in respect of packaging, volumes/dimensions and composition and, provided that it does not negatively affect the normal use of the Products, such difference shall deliver not be a breach of contract by the Supplies Seller and shall not entitle the Buyer to any remedy.
2. Products shall be delivered as set out in the purchase agreement or, in absence of such delivery conditions, "Free Carrier" (FCA) to the Seller's premises, always in accordance with the instructions and date(s) specified in the 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 provisions of the essence for delivery latest version of the SuppliesIncoterms in effect at the time the purchase agreement was entered into. The Supplier shall, and shall procure Seller may deliver the Products by instalments.
3. The Buyer may request that the Supplier Personnel shall, (without further liability to Seller organises the Company) devote such of 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 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 transport of the Company’s other rights or remedies, Products on 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 andBuyer's behalf, in which case the case of part delivery, the outstanding balance remaining to be delivered.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, 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 (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 Unless otherwise specified, the Supplier Buyer shall be responsible for installing, commissioning all costs and decommissioning the Goods, as applicablerisk associated with such transport.
4.6 4. The Company Buyer is required to accept delivery of the Products by the Seller. The Seller may store the Products if the Buyer fails to accept such delivery and the Buyer shall not be deemed reimburse the Seller for all related costs and expenses incurred and shall remain liable to have accepted pay the Goods until it has had a reasonable period of purchase price for the Products. In such event, the Seller may resell the relevant Products at any time to inspect them following delivery ora third party, if laterin which case the Buyer shall reimburse the Seller for any shortfall below the purchase price agreed in the purchase agreement with the Buyer, within a reasonable period of time after any latent defect and for all costs and expenses incurred by the Seller in them has become apparentrelation to storage.
4.7 The Supplier shall give 5. If the Company prior written notice parties agree any variation to the description of the Products contained in the purchase agreement, the Seller may at its discretion amend the delivery under this Agreement of any Goods having a hazard date stated in the purchase agreement by providing notice to the health and safety of persons or propertyBuyer, identifying those hazards and giving full details of any precautions such notice to be taken by the Company effective immediately on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goodsreceipt.
Appears in 1 contract
Samples: General Terms and Conditions of Sale
Delivery. 4.1 The Supplier 4.1. Unless otherwise agreed in writing by Eaton delivery shall deliver be made:
4.2. for road freight and parcel deliveries, CPT (Incoterms 2010) at the Supplies Buyer’s warehouse; or
4.2.1. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in accordance with the instructions and date(s) specified in the Authorizing Document (or, writing.
4.3. As notified 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 Buyer any dates quoted for delivery of the SuppliesSupplies are approximate only and may not be made of the essence by notice. The Supplier shallEaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, and shall procure delivery will be within a reasonable time.
4.4. If Eaton is satisfied that the Supplier Personnel shallSupplies have been short delivered, (without further liability Eaton shall at its option:
4.4.1. make up any short delivery by dispatching to the CompanyBuyer such Supplies as Eaton is satisfied were not delivered; or
4.4.2. allow the Buyer credit in respect thereof.
4.5. Xxxxx'x liability shall be limited to making up the delivery or allowing credit as above.
4.6. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated.
4.7. If Eaton fails to deliver the Supplies for any reason (other than the Buyer's fault) devote such of their time, attention and ability Eaton is accordingly liable to the Supplies Buyer, Xxxxx'x liability shall be limited to the excess (including any overtime or additional shifts requiredif any) as may be necessary of the cost to meet the Buyer (in the cheapest available market) of similar goods to replace those timescalesnot delivered over the price of the Supplies.
4.8. If there is the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any likelihood that cause beyond the Supplier Buyer's reasonable control or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, by reason of Xxxxx'x fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:
4.8.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay;
4.8.2. store the Supplies until actual delivery at the sole cost and risk of the Company’s other rights Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or
4.8.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or remedies, charge the Supplier shall promptly give Buyer for any shortfall below the Company advance notice price under these Terms;
4.8.4. require payment of a contractual penalty of the nature and effects amount of 0,05% of the circumstances in question and a best estimate agreed price for the Supplies to which such delay relates, for each day of the duration delay, whereas this leaves any other claims 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 Eaton whether under these Terms, statutory law or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary coursetort unaffected; and
4.8.5. payment of any amounts contemplated in clauses 4.7.1, 4.7.2, 4.8.3 or 4.7.4 shall be due by the Buyer within fourteen (b14) days from the date of Eaton´s invoice.
4.9. If Eaton holds any of the Supplies contemplated in clause 4.8 on the Buyer’s behalf in excess of 3 (three) months from 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.
4.10. Buyer shall provide any information and documents required for export, transport and import purposes.
0.00. Xx the event that delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages Supplies from Eaton includes fitting and contents and, in the case of part delivery, the outstanding balance remaining to be delivered.
4.3 Unless unless otherwise agreed by the Company Parties in writing, the Buyer shall:
4.11.1. arrange and provide all Goods shall excavation, construction and other ancillary work, which does not fall within Xxxxx’x scope, at his own cost and without undue delay, all necessary specialist and ancillary workforce, construction material and tools, as well as fuels and lubricants, energy and water at the location where they are to be delivered used, including connections, heating and lighting;
4.11.2. ensure suitable dry and lockable rooms near fitting location for storage of devices, materials, tools etc. and appropriate rooms for the fitting staff for their work and stay on the premises including sanitary conveniences and to provide them with protective aids which are necessary due to any special conditions at the fitting workplace;
4.11.3. provide Xxxxx, before commencement of fitting work, with the required information including, but not limited to the Premises during business hours with transportation charges and status of hidden electricity, gas or water mains or other equipment or any other applicable charges pre-paid static information necessary to perform the fitting work;
4.11.4. bear any reasonable costs incurred by Eaton or fitting staff in the Supplier. The Company shall event that installation, fitting or commissioning is delayed due to circumstances for which Eaton is not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Companyresponsible for.
4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 1 contract
Samples: Sales Contracts
Delivery. 4.1 The Supplier shall deliver 3.1 AST’s standard shipping terms are Ex-works from the Supplies in accordance with the instructions and date(sapplicable AST facility (Incoterms 2020) specified unless otherwise agreed in the Authorizing Document Contract.
3.2 AST will notify the expected shipment date, and a delivery date where this is available. Should an order not arrive within three (or3) days of the expected delivery date the Customer should notify AST by email or by telephone to their usual point of contact. Any dates quoted for shipment or delivery are approximate only, and the time of delivery is not of the essence. A failure by the Customer to provide adequate delivery instructions for AST deliver any Products shall constitute a Relief Event.
3.3 If the Products are received incomplete, incorrect or damaged, the Customer must notify AST within three (3) days of delivery.
3.4 For Customers who have not been extended a credit account, payment of the Charges for the Products in cleared funds is required prior 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 Supplies. The Supplier shallProducts where those Products are in stock, and shall procure that prior to ordering Products from suppliers when those Products are not in stock. Existing stock is subject to prior sale and will not be assigned until cleared funds are received.
3.5 If the Supplier Personnel shall, (without further liability Customer fails to accept delivery of the Company) devote such of 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 any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, Products then, without prejudice except where such failure is caused by AST's failure to any of comply with its obligations under the Company’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 thatContract:
(a) any Goods are marked and the Products shall be deemed to have been delivered in accordance with at 9am on 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 courseexpected delivery date; and
(b) AST shall store the Products until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
3.6 If, following the Effective Date of a Contract under which Customer has agreed to purchase, rent or lease Products, AST is unable to obtain any delivery particular Products because they have been discontinued by the manufacturer or its usual suppliers, then AST may on written notice to the Customer cancel the Contract (to the extent it relates to such Products) without any liability to the Customer. AST will use its reasonable endeavours to offer the Customer substitute Products with a similar or higher specification.
3.7 Products may not be returned after purchase, unless otherwise expressly agreed in writing by AST. AST reserves the right to charge a cancellation / restocking charge. For the avoidance of Goods is accompanied by a delivery note which shows the Authorizing Document numberdoubt, date of order, number of packages and contents andany returned Products must be in factory new condition, in original unopened packaging, and include any accessories or peripherals. The cost of return shipping, taxes and duties shall be borne by the case of part delivery, the outstanding balance remaining to be deliveredCustomer.
4.3 Unless 3.8 AST shall have no responsibility to install the Products on delivery unless otherwise agreed by in writing with the Company in writing, all Goods shall be delivered to Customer. Installation of the Premises during business hours with transportation charges Products and any other applicable charges pre-paid customisation or design support services provided by the Supplier. The Company shall not AST in accordance with a Contract will be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard subject to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the GoodsProfessional Services Terms.
Appears in 1 contract
Samples: Master Purchase Agreement
Delivery. 4.1 (a) The Supplier shall deliver Goods will be delivered in the Supplies in accordance with quantities and on the instructions and date(s) specified in the Authorizing Document (or, an Order or as otherwise agreed 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 requestby the parties (“Delivery Date”). Time Timely delivery of the Goods is of the essence for delivery essence. If Manufacturer fails to deliver the Goods in full on the Delivery Date, Buyer may at its option in its sole discretion, (i) terminate the Order immediately by providing written notice to Manufacturer or (ii) direct Manufacturer to use air or another expedited form of shipping with respect to the SuppliesGoods that will not be delivered by the Delivery Date. The Supplier shallRegardless of how Xxxxx decides to handle any Goods that will not be delivered by the Delivery Date, Manufacturer shall indemnify Buyer against any losses, claims, damages, and shall procure that reasonable costs and expenses attributable to Manufacturer's failure to deliver the Supplier Personnel shall, (without further liability to Goods on the Company) devote such of 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 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 Company’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 circumstancesDelivery Date.
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 Unless otherwise agreed to in writing by Manufacturer and Buyer, Manufacturer will at Manufacturer’s cost and expense deliver the Company in writing, all Goods to the delivery point (each a “Buyer Warehouse”). All Goods shall be delivered packed for shipment according to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 The Company andXxxxx’s instructions or, if applicablethere are no instructions, the Supplier shall inspect in a manner sufficient to ensure that 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be are delivered 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 undamaged condition. Manufacturer must provide Buyer prior written notice if Manufacturer requires Buyer to return any packaging material. Any return 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 (as appropriate) such Goods by the expiry of such 24-hour period, the Company packaging materials shall be entitled to enforce the Companymade at Manufacturer’s remedies under Clause 8 (Remedies).
4.5 Unless otherwise specified, the Supplier expense. Manufacturer shall be responsible for installing, commissioning all loading costs and decommissioning provide equipment and labor reasonably suited for receipt of the Goods, as applicableGoods at the Buyer Warehouse.
4.6 The Company (c) If Manufacturer delivers more than 20% or less than 20% the quantity of Goods ordered, Buyer may reject all or any of such Goods. Any such rejected Goods shall be returned to Manufacturer at Manufacturer's risk and expense. If Xxxxx does not be deemed to have accepted reject 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 Company on instead accepts the delivery of such Goods and their subsequent storage at the increased or handling. The Supplier reduced quantity, the Price for the Goods shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating be adjusted on a pro-rata basis.
(d) It is Manufacturer’s responsibility (to the possessionextent applicable): (1) to ensure all site preparation, use or onward supply foundations, pits and government permits are in order; (2) to remove the Goods from the shipping vessels (trucks, containers, other) at Buyer’s Warehouse; (3) to remove all packing materials and clean the parts; (4) to provide and install all equipment/foundation anchors according to Manufacturer instructions; (5) to handle all maintenance and operation of the Goodsparts; and (8) to provide all means that may be necessary, including but not limited to operator’s and machine manuals, safety standards, and adequate training and supervision to effectively protect Xxxxx’s employees and others from bodily harm. Manufacturer is responsible to reimburse Buyer at standard service rates for any additional time and expenses spent due to inadequate site preparation and/or any delays regarding having the appropriate materials, personnel, installation equipment, utilities, and utility connections.
Appears in 1 contract
Samples: Terms and Conditions of Purchase
Delivery. 4.1 The Supplier Pelion shall deliver arrange for the Supplies in accordance with Goods to be delivered to the instructions and date(s) specified location set out in the Authorizing Document Order Form (or, to Delivery Location) at any time after Xxxxxx notifies 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 Supplies. The Supplier shall, and shall procure Customer that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Company’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 circumstancesGoods are ready.
4.2 The Supplier shall ensure thatAcceptance of Delivery is deemed to be complete upon either of the following:
(a) any Written or electronic confirmation of successful Delivery from Xxxxxx’s approved shipping partner;
(b) If nominated by the Customer for no written or electronic approval of Delivery, the completion of unloading of the Goods at the Delivery Location; or
(c) If the Customer nominates to use their own shipping partner, when the Goods are marked collected from Pelion.
4.3 Any dates quoted for Delivery are approximate only, and delivered in accordance with the Company’s instructions and any applicable regulations or requirements time of Delivery is not of the carrier essence. Pelion shall not be liable for any delay in Delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide Pelion with adequate Delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.4 In the event that the Goods are not delivered, Xxxxxx’s liability shall be limited to the costs and properly packed expenses incurred by the Customer in obtaining replacement goods of similar description and secured so as to reach their destination in an undamaged condition quality in the ordinary coursecheapest market available, less the price of the Goods. Pelion shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide Pelion with adequate Delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 If the Customer fails to take Delivery of the Goods within three (3) Business Days of Pelion notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Pelion's failure to comply with its obligations under the Agreement in respect of the Goods:
(a) Delivery of the Goods shall be deemed to have been completed at 9.00 am on the third (3rd) Business Day after the day on which Xxxxxx notified the Customer that the Goods were ready; and
(b) any delivery Pelion shall store the Goods until actual Delivery takes place and charge the Customer for all related costs and expenses (including insurance).
4.6 If ten (10) Business Days after the day on which Pelion notified the Customer that the Goods were ready for Delivery the Customer has not taken actual Delivery of Goods is accompanied by a delivery note which shows the Authorizing Document numberthem, date of order, number of packages and contents and, in the case Pelion may resell or otherwise dispose of part delivery, the outstanding balance remaining to be delivered.
4.3 Unless otherwise agreed by the Company in writing, or all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods and, after deducting reasonable storage and selling costs, account to be in an unsuitable condition or the Customer for any excess over the price of the wrong quantity either on delivery Goods or subsequently, charge the Company shall notify Customer for any shortfall below 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply price of the Goods.
4.7 Pelion may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Agreement. Any delay in Delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
Appears in 1 contract
Samples: Hardware & Devices Terms of Service
Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document 6.1 Delivery takes place on agreed INCOTERMS (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 requestICC INCOTERMS 2010). If no INCOTERMS terms apply, delivery shall be understood to occur at the moment unloading has finished taking place at the location designated by Buyer.
6.2 Time of delivery of the Goods and of performance of the Services is of the essence for delivery and shall start to run from the date of acceptance by the Seller of the Supplies. The Supplier shall, Purchase Order or the date on which the Seller is placed in possession of such information and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) drawings as may be necessary to meet those timescalesenable him to start work on the Goods or the Services, whichever may be the later.
6.3 Delivery of Goods in installments 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 installation of the Goods when due, the Seller shall be responsible for arranging suitable storage at suitable premises of the Goods, advising the Buyer beforehand of the particulars of such proposed storage and the Seller shall also ensure that the Goods and the premises in which they are stored are properly insured against all the usual risks and notify the Buyer of such insurance cover.
6.5 If delivery is made before the delivery date specified in the Purchase Order, the Buyer may return the Goods to the Seller at the Seller's risk and expense.
6.6 Each delivery must be accompanied by details of the exact quantity and description of the Goods and/or the Services performed. Shipping documents and a separate invoice stating the relevant Purchase Order number for each shipment must be sent by first class mail to the Buyer's plant or office which issued the Purchase Order on the day on which the shipment is made, marked for the attention of the Accounts Office. When Goods are invoiced by the Seller but shipped by a third party, the invoice shall bear the name of the shipper and the point from which the delivery originated. If there shipment is any likelihood that not delivered to 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 Company’s other rights or remediesBuyer's premises, the Supplier original bill of lading must be furnished with the invoice(s). The Buyer's count 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 circumstancesbe accepted as final on all shipments.
4.2 The Supplier shall ensure that:
(a) any 6.7 Delivery is completed only if the agreed Goods or Services are marked and delivered in their entirety in accordance with the Company’s instructions and any applicable regulations 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 requirements sooner in the event such document has been modified.
6.9 If the Seller is in the position of being able to supply some but not all of its customers, the Buyer shall be given priority over all other of the 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 deliveredSeller's customers.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 1 contract
Samples: Purchase Agreement
Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified in the 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 3.1 Unless otherwise agreed in writing or reasonably request). Time is by XXXXXX, delivery of the essence Products shall take place at the delivery address provided by the Purchaser.
3.2 Any dates specified by XXXXXX for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Company’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 Products 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 intended to be delivered.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges an estimate and any other applicable charges pre-paid by the Supplier. The Company time for delivery shall not be obliged to carry out any work to enable made of the essence by notice. If no dates are so specified, delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Companybe within a reasonable time.
4.4 The Company and, if applicable, 3.3 Subject to the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory other provisions of the quality and quantity delivered. The Company these conditions XXXXXX shall not be liable for any damage found on such inspection. 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 Products (even if caused by XXXXXX’ negligence).
3.4 If for any reason the Company in its reasonable opinion considers Purchaser fails to accept delivery of any of the Goods Products when they are ready for delivery, or XXXXXX is unable to deliver the Products on time because the Purchaser has not provided appropriate instructions, documents, licences or authorisations:
3.4.1 risk in the Products shall pass to the Purchaser (including for loss or damage caused by XXXXXX’ negligence);
3.4.2 the Products shall be in an unsuitable condition or deemed to have been delivered; and
3.4.3 SAMSON may store the Products until delivery, whereupon the Purchaser shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
3.5 Subject to clause 3.6, The Purchaser may cancel a Contract at any time up to 14 days’ following the date of delivery of the wrong quantity either on delivery or subsequentlyrelevant Products. Subject to the Purchaser returning the relevant Products to XXXXXX in a saleable condition, XXXXXX shall refund to the Company shall notify Purchaser the Supplieramount paid for the returned Products. Where the Purchaser is acting in a business capacity, 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 (as appropriate) such Goods by the expiry of such 24-hour period, the Company XXXXXX shall be entitled to enforce charge a 25% restocking charge. Where the Company’s remedies under Clause 8 (Remedies)Purchaser is acting as a consumer, XXXXXX shall not charge any restocking charge. XXXXXX shall not refund any costs paid by the Purchaser in respect of delivery or return of the relevant Products. In cases where XXXXXX receives notice of cancellation more than 2 working days’ prior to the planned despatch date for the relevant Products, the Purchaser will receive a full refund of the amount paid in respect of the relevant Products.
4.5 Unless otherwise specified3.6 The Purchaser may not cancel Contracts for any Products that are specially ordered by XXXXXX to fulfil the Purchaser’s order, provided that XXXXXX has informed the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicablePurchaser of that fact.
4.6 3.7 The Company shall cancellation and refund policies in clause 3.5 and 3.6 are without prejudice to the Purchaser’s rights under clause 8 or any other rights which may not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparentexcluded under applicable law.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 1 contract
Samples: Sales Contracts
Delivery. 4.1 The Supplier shall deliver Unless agreed otherwise in writing by the Supplies parties, all Goods are delivered FCA (“Free carrier” as defined in accordance with INCOTERMS 2020®) at the instructions and date(s) place specified in the 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 Order Confirmation.
4.2 Any dates quoted for delivery of the Supplies. The Supplier shallGoods 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 procure that give written notice to Seller requiring the Supplier Personnel shalldelivery to be made within 14 days (or such other period, (without further liability to the Company) devote such or form, of their time, attention and ability to the Supplies (including any overtime or additional shifts required) notice as may be necessary agreed by Seller). Subject to meet those timescalesCondition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. If there is any likelihood that the Supplier or any Supplier Personnel Seller’s liability for such non-delivery will fail be limited to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’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) refunding any sums which Buyer has paid for the undelivered 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 the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages similar description and contents and, quality in the case cheapest market available, less the Price of part delivery, the outstanding balance remaining to be delivered.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Companyrelevant Goods.
4.4 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 Seller shall not be liable for any damage found 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 such inspectiontime (“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). If the Company in its reasonable opinion considers Following written notice to Buyer, Seller may also sell any of the Goods to be at the best price reasonably obtainable in an unsuitable condition or the circumstances and charge Buyer for any shortfall below the Price of the wrong quantity either on delivery or subsequently, Goods under 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicableContract.
4.6 The Company shall not be deemed to have accepted If Seller's delivery note or package labelling states that the Packages in which the Goods until it has had 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 reasonable period of time to inspect them following delivery orcharge have been made by Seller. "Packages" shall include bulk tankers, if laterminibulks, within a reasonable period of time after any latent defect in them has become apparentflexis, crates, boxes or other containers and pallets.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 1 contract
Samples: Sales Contract
Delivery. 4.1 The Supplier 3.1 Delivery of the goods shall deliver the Supplies in accordance with the instructions be given and date(s) specified in the Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or taken at such other time as the Company may approve Mila’s premises unless Xxxx has specifically agreed in writing to arrange transport for the goods in which case delivery shall occur when the goods arrive at the designated place of delivery.
3.2 Mila shall be entitled to deliver goods in instalments and each such delivery shall be treated as a separate contract.
3.3 Time for delivery is given as accurately as possible but is not guaranteed. The Buyer shall have no right to damages or reasonably request). Time is of to cancel the essence contract for failure for any cause to meet any delivery time stated nor shall the Buyer be entitled to make, or to purport to make, time for delivery of the Supplies. essence of the contract.
3.4 The Supplier shalldate for delivery shall in every case be dependent upon prompt receipt of all necessary information, and shall procure that final instructions or approvals from the Supplier Personnel shall, Buyer.
3.5 If the Buyer fails to take delivery of goods or to give Mila adequate delivery instructions (without further liability save where this is due to the Companyan act or omission by Xxxx) devote such of 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 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 other right or remedy available to Mila, Mila may:-
3.5.1 store the goods until delivery and charge the Buyer reasonable costs of such storage; or
3.5.2 treat the contract as repudiated by the Buyer either in whole or in part.
3.6 Mila will endeavour to comply with reasonable requests by the Buyer for postponement of delivery of the Company’s goods but shall be under no obligation to do so. Where delivery is postponed, otherwise than due to default by Xxxx then, without prejudice to all other rights or remediesand remedies available to Mila, the Supplier Buyer shall promptly give the Company advance notice of the nature pay all costs and effects of the circumstances in question expenses, including a reasonable charge for storage and a best estimate of the duration of such circumstancestransportation so occasioned.
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 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 3.7 Mila will not be liable for any damage found unloading the goods at the place of delivery or for placing them in position on such inspection. If the Company site except by prior agreement in its reasonable opinion considers writing, and if Mila or any of its agent does participate in the Goods unloading (whether with or without such prior agreement) the Buyer will indemnify Mila in respect of claims brought against Mila relating to be its or its agents participation in an unsuitable condition or such unloading.
3.8 Section 32(2) of the wrong quantity either on delivery or subsequently, the Company Sale of Goods Act 1979 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 Suppliernot apply. If the Supplier has not fully repaired, remedied, corrected or replaced (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company Mila shall not be deemed required to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
4.7 The Supplier shall give the Company prior written Buyer the notice specified in Section 32(3) 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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goodsthat Act.
Appears in 1 contract
Samples: Formation of Contract
Delivery. 4.1 3.1 The Supplier delivery must correspond to the purchase order in terms of execution, scope, and scheduling. The agreed delivery periods and delivery dates shall deliver be binding. Delivery periods shall commence on the Supplies day the purchase order is issued.
3.2 Unless the parties have agreed otherwise, the supplier shall supply the Delivery Items DDP (Incoterms 2020) to the plant designated by ZWISSTEX GERMANY. The time of receipt of the Delivery Items by ZWISSTEX GERMANY shall be decisive in accordance determining whether the delivery date or the delivery period has been met. If the delivery is not to be made DDP (Incoterms 2020) to the plant designated by ZWISSTEX GERMANY, the supplier shall make the Delivery Items available in a timely manner, taking into account the time needed for loading and shipment, as agreed with the instructions and date(s) specified in forwarding agent.
3.3 If the 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 Supplies. The Supplier shall, and shall procure supplier realises that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may delivery period cannot be necessary to meet those timescales. If there is 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 Company’s other rights or remediesmet, the Supplier 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 Unless otherwise agreed by the Company advise ZWISSTEX GERMANY without delay in writing, all Goods stating the reasons for and the expected duration of the delay. In the event of a delay in delivery, ZWISSTEX GERMANY shall have the right to rescind the contract, regardless of whether or not there was any negligence or wilful misconduct on the part of the supplier. In the event of default of the supplier, ZWISSTEX GERMANY may demand liquidated damages in an amount equal to 0.5% of the net order value for each commenced week of delay, but not more than 5% of the net order value in total. This shall not affect any further claims of ZWISSTEX GERMANY. The loss caused by default that has to be compensated by the supplier shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid reduced by the Supplierliquidated damages paid. The Company ZWISSTEX GERMANY’s claim for delivery shall not cease to exist until the supplier has paid damages in lieu of the delivery at the request of ZWISSTEX GERMANY. ZWISSTEX GERMANY’s acceptance of the late delivery shall not constitute a waiver of claims for damages.
3.4 Making a delivery before the agreed delivery date shall only be permitted with the prior written consent of ZWISSTEX GERMANY. ZWISSTEX GERMANY may return any Delivery Items that are delivered early at the supplier’s expense or store them at the supplier’s expense until the agreed delivery date.
3.5 Unless otherwise agreed, partial deliveries and deliveries of larger or smaller quantities shall not be obliged permitted. ZWISSTEX GERMANY reserves the right to carry out any work recognise such deliveries in individual cases and charge a handling fee of EUR 40.00 flat to enable delivery the supplier’s account for the additional expenses which are incurred as a result of Supplies to take placethe partial deliveries. The Supplier shall offload Goods at its own risk, as directed by supplier may prove that ZWISSTEX GERMANY did not suffer any loss or that the Companyloss actually suffered remains significantly below this amount.
4.4 3.6 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company supplier shall notify ZWISSTEX GERMANY of any special deliveries outside the Supplier, which shall promptly arrange the repair, remedy, correction regularly agreed deliveries (e.g. replacement deliveries 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 (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 (Remedieslate deliveries).
4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 1 contract
Delivery. 4.1 The Supplier Seller shall deliver make delivery to Buyer’s specified destination by the Supplies in accordance with the instructions and required due date(s) specified stated in the Authorizing Document (or, this purchase order unless otherwise agreed 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 by both Parties. If Seller cannot meet the required due date(s), Seller is to notify Buyer promptly with a recovery date and make every reasonable effort at Seller’s expense to meet Xxxxx’s due date. Buyer shall have the right to reject any goods or reasonably requestservices which are provided in advance of or later than the Buyer’s due date(s). Time is of the essence for of this purchase order and if delivery of goods or rendering of services is not completed by the Suppliestime promised, Xxxxx reserves the right without liability in addition to its other rights and remedies to terminate this purchase order by notice effective when received by Seller as to goods not yet shipped or services not yet rendered and to purchase substitute goods or services elsewhere and charge Seller with any loss incurred. The Supplier If in order to comply with the delivery date required by Buyer it becomes necessary for Seller to ship by a more expensive way than specified in this purchase order, any increased transportation costs resulting therefrom shall be paid for by Seller unless the necessity for such rerouting or expedited handling has been caused by Buyer. Buyer reserves the right to inspect all goods and services purchased hereunder and at Xxxxx’s discretion, Xxxxx may reject nonconforming goods and/or services. Buyer reserves all rights under applicable laws including, without limitation, rights under the Uniform Commercial code. Should Seller provide additional nonconforming goods and/or services against this purchase order, Seller shall, at Buyer’s request, provide a written corrective action report for Buyer’s review and approval. Payment for the goods delivered hereunder shall procure that not constitute acceptance thereof. Buyer shall have the Supplier Personnel shall, (without further liability right to the Company) devote inspect such goods and to reject any or all said goods which are defective or nonconforming in Buyer’s sole judgment. Goods rejected and goods supplied in excess of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as quantities called for herein may be necessary returned to meet those timescales. If there is 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 Company’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 Seller at its expense and, in addition to other rights of Buyer, Buyer may charge Seller all expenses of unpacking, examining, repacking and reshipping such goods. In the case of part deliveryevent Buyer receives goods whose defects or nonconformity is not apparent on examination, Buyer reserves the outstanding balance remaining right to be delivered.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own riskrequire replacement, as directed by well as payment of damages. Nothing contained in this purchase order shall relieve Seller in any way from the Companyobligation of testing, inspection and quality control.
4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 1 contract
Samples: Purchase Order
Delivery. 4.1 8.1 Except as otherwise agreed by both parties in writing all Goods are delivered EXW (ex works) Seller’s manufacturing plant stated in the relevant purchase order. EXW (ex works) is as defined in INCOTERMS 2010. The Supplier shall Buyer will provide at its expense adequate and appropriate equipment and manual labour for loading or off-loading (as appropriate) the Goods.
8.2 All delivery dates and times are estimates and not legally binding on the Seller, which will use its reasonable endeavours to make available for collection or deliver (as appropriate) on time. If no delivery dates and/or times are specified, delivery will be within a reasonable time. Time of delivery will not be of the Supplies essence.
8.3 The Seller will be deemed not to be in breach of the Contract, and (for the avoidance of doubt) will not be liable in contract, tort or otherwise howsoever and whatever the cause thereof, to the Buyer for any direct, indirect or consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, depletion of goodwill and similar), costs, damages, charges or expenses caused directly or indirectly by any delay or failure in the delivery of the Goods (even if caused by the Seller’s negligence) except as set out in this Condition 8.
8.4 Any additional costs incurred by the Seller for express deliveries undertaken at the request of the Buyer are for the account of the Buyer and will be added to the Prices and invoiced in accordance with Condition 15.2.
8.5 Any delay in delivery will not entitle the instructions and date(s) specified Buyer to cancel the purchase order
8.5.1 the Seller will refund the Buyer any sums which the Buyer has paid to the Seller in respect of that purchase order or part of the purchase order which has been cancelled; and
8.5.2 the Buyer will be under no liability to make any payments under Condition 15 in respect of that purchase order or part of the purchase order which has been cancelled.
8.6 Subject to Condition 13, in the Authorizing Document (orevent of non-delivery of the Goods following the service of a written notice by the Buyer under Condition 8.5 the Seller’s liability for such non-delivery will be limited to 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. The Seller will have no liability for any failure to deliver to the extent that no date such failure is caused by the Buyer’s failure to provide the Seller with adequate delivery instructions or timescale is specified, then within 14 days after any other instructions that are relevant to the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is supply of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescalesGoods. If there is any likelihood that the Supplier or any Supplier Personnel will fail Buyer fails to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance written 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 non- delivery 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 deliveryCondition 8.5, the outstanding balance remaining to be delivered.
4.3 Unless otherwise agreed by the Company in writing, all Goods Seller shall be delivered have no liability whatsoever to the Premises during business hours with transportation charges and any other applicable charges preBuyer for such non-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 Buyer shall not be liable for any damage found on such inspection. the Price of the Goods.
8.7 If the Company in its reasonable opinion considers Buyer refuses or fails to take delivery of any of the Goods to be in an unsuitable condition when they are ready or of the wrong quantity either on tendered for 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 (as appropriate) such or to provide any instructions, documents, licences or authorisations required to enable the Goods by to be delivered on time (except solely on account of the expiry of such 24-hour periodSeller’s default), the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies).
4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not Goods will be deemed to have accepted been delivered on or by the due date and (without prejudice to its other rights) the Seller may:
8.7.1 store or arrange for storage of the Goods until it has had a reasonable period actual delivery or sale in accordance with Condition 8.7.3 and charge the Buyer for all related costs and expenses (including storage and insurance); and/or
8.7.2 recover from the Buyer all wasted transport costs resulting from the Buyer’s refusal or failure to take delivery of time to inspect them the Goods when tendered for delivery; and/or
8.7.3 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 to the Buyer, sell any of the delivery Goods at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the Price of the Goods under this Agreement of the Contract, having taken into account any Goods having a hazard charges related to the health sale and safety of persons or property, identifying those hazards any charges referred to in Conditions 8.7.1 and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods8.7.2.
Appears in 1 contract
Samples: Sales Contracts
Delivery. 4.1 The Supplier 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 deliver be a material breach of this Contract. Partial shipments shall be allowed only if expressly indicated in the Supplies Order. Unless otherwise specified in accordance with the instructions Order, delivery Netherlands Version 1.1 (2016) 2 is Delivered Duty Paid (as defined in 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) specified in the 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)Order. Time is and place of delivery are, therefore, of the essence with respect to Xxxxxx’s performance under the Order. Any provision in the Ord er or subsequent agreement by Buyer for delivery installment deliveries of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Company’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 items specified 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 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company Order shall not be obliged to carry out any work to enable construed as a waiver of this requirement or as severing Seller’s obligations for full, on-time delivery of Supplies all items specified in the 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 take place. The Supplier shall offload Goods at its own riskeffect conforming delivery or performance may be or is the result of Force Majeure, as directed by the Company.
4.4 The Company anddefined in Section 10, if applicableSeller’s failure to effect conforming delivery of goods or performance of services shall entitle Buyer, the Supplier shall inspect the Goods as soon as practicable following delivery at Buyer’s sole option and agree an inventory 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 or under applicable law, one or more of the quality following: revoke any prior acceptance of a partial delivery or performance by Seller, to return at Seller’s risk and quantity delivered. The Company shall not be liable expense all or any part of items delivered in partial satisfaction of the Order, to cancel the Order, to receive a refund of any amounts paid to Seller pursuant to the Order for any damage found on items returned to Seller, to require Seller to promptly correct all defects in delivery or performance and/or otherwise provid e 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 inspectionpurchases. If in order to comply with Xxxxx’s required delivery date it becomes necessary for Seller to ship the Company items by a more expensive mode of transportation than specified in its reasonable opinion considers 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 price. Unless specifically indicated in the Order, payment may be made after acceptance of the Goods to be in an unsuitable condition goods 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 (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)services.
4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 1 contract
Samples: Terms and Conditions of Purchase
Delivery. 4.1 The Supplier 5.1 Delivery of the Goods shall deliver be made ex-works as defined in INCOTERMS 2000 unless the Supplies point of delivery is otherwise agreed between the Seller and the Buyer in accordance with Condition 5.5. The Services shall be performed at the instructions and date(s) specified in the 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 Service Point.
5.2 The Buyer will take delivery of the essence Goods within 7 (seven) days of the Seller giving it notice that the Goods are ready for delivery. The Buyer must accept delivery of the Goods and pay for them in full.
5.3 Delivery of the Goods and/or performance of the Services shall be during the Seller's usual business hours.
5.4 Any dates specified by the Seller for delivery of the SuppliesGoods and/or performance of the Services are approximate only and may not be made of the essence by notice. The Supplier shallIf no dates are so specified, and delivery will be within a reasonable time.
5.5 If the point of delivery is otherwise agreed under Condition 5.1, the Goods shall procure that the Supplier Personnel shall, (without further liability be delivered to the Company) devote premises as specified by the Buyer in the Purchase Order by such means as the Seller thinks fit unless the Buyer has specified in the Purchase Order the details of their time, attention and ability a carrier which it reasonably requires shall be used having regard to the Supplies nature of the Goods and other circumstances of the case.
5.6 If the Seller appoints a carrier for the carriage of the Goods in accordance with Condition 5.5, the carrier shall be deemed to be the Buyer's agent except for the purposes of sections 44, 45 and 46 of the Sale of Goods Act 1979.
5.7 If the Buyer fails to take delivery of the Goods within 7 (including any overtime seven) days of the Seller giving notice they are ready for delivery (if delivery is ex-works) or additional shifts requiredto accept delivery (if delivery is other than ex-works) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within instructions, documents, licenses or authorisations required to enable the applicable timeline for performance, then, Goods to be delivered and/or the services to be performed on the due date (without prejudice to its other rights):
(a) the Goods shall be deemed to have been delivered;
(b) risk in the Goods shall pass to the Buyer; and
(c) the Seller may:
(i) store and arrange for the storage of the Goods until actual delivery or sale and charge the Buyer for all related costs and expenses (including insurance); and/or
(ii) following written notice to the Buyer, sell any of the Company’s other rights Goods at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the Price.
5.8 The Buyer shall provide at its expense at the agreed point of delivery adequate and appropriate equipment and manual labour for loading or remedies, off-loading the Supplier shall promptly give Goods. The Buyer will indemnify the Company advance notice Seller against any liability and expense (whether arising under statute or common law or otherwise) caused by the Buyers failure to provide appropriate equipment and manual labour for loading or off-loading the Goods (whether or not the loading or off-loading is supervised by or on behalf 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 thatBuyer) for:
(a) any Goods are marked and delivered in accordance with the Company’s instructions and personal injury to or death of 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 courseSeller's employees, agents or sub- contractors or any third party; andand/or
(b) any damage to or loss of any property of the Seller, its employees, agents or sub- contractors or any third party.
5.9 The Seller may make delivery of the Goods is accompanied by a delivery note which shows instalments. Each separate instalment shall be invoiced and paid for in accordance with 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 deliveredContract.
4.3 Unless otherwise agreed 5.10 Failure by the Company Buyer to pay for any one or more instalments in writing, all accordance with the Contract shall entitle the Seller (without prejudice to its other rights and remedies):
(a) to suspend without further notice deliveries of Goods or goods under any other contract between the Seller and the Buyer pending payment by the Buyer; and/or
(b) to treat the Contract as repudiated by the Buyer.
5.11 The quantity of any consignment of Goods as recorded by the Seller upon despatch from the Seller's place of business shall be delivered to conclusive evidence of the Premises during business hours with transportation charges and any other applicable charges pre-paid quantity received by the Supplier. The Company shall not be obliged to carry out any work to enable Buyer on delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by unless the CompanyBuyer can provide conclusive evidence proving the contrary.
4.4 5.12 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 Seller shall not be liable for any damage found on such inspection. If non-delivery of Goods or failure in performance of the Company Services (even if caused by the Seller's negligence) unless written notice is given to the Seller within 14 (fourteen) days of the date when the Goods would in its reasonable opinion considers any the ordinary course of events have been delivered or performance of the Services would have taken place.
5.13 Any liability of the Seller for non-delivery of the Goods to be and/or failure in an unsuitable condition or performance of the wrong quantity either on delivery Services shall be limited to replacing the Goods and/or performing the Services within a reasonable time or subsequentlyat the option of the Seller, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of issuing a credit note against any invoice raised for 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 (as appropriate) such Goods and/or Services which have been paid by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies)Buyer.
4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company 5.14 A signature of qualified acceptance on a carrier's delivery note shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
4.7 The Supplier shall give the Company prior written notice to either the carrier or the Seller for the purpose 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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goodsthese Conditions.
Appears in 1 contract
Delivery. 4.1 The Goods shall be delivered FOB to Purchaser at the time and place specified on the Form. Supplier is responsible for maintaining and providing proof of delivery. Packing lists shall accompany each delivery, and shall contain the purchase order number, the number of parcels in the delivery and a complete description of their contents. Collect shipments will be returned at Supplier's expense. If delivery of the Goods is provided by an entity other than Supplier, Supplier shall deliver indemnify Purchaser for all claims against such entity for damage to the Supplies in accordance with Goods, shortages, or other such occurrences. The supplier is expected to schedule shipments so parts arrive to the instructions and date(s) specified purchaser on the purchase order due date or up to 5-7 days prior to this date. The purchaser must be notified in the Authorizing Document (or, event the supplier becomes aware of changes in quantities to be shipped or if parts will not be delivered by 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)due date. Time is of the essence of this Purchase Order. Should Supplier fail to comply with Purchaser's delivery schedule or otherwise fail to comply with its obligations hereunder, Purchaser may terminate the Purchase Order without liability. INSPECTION: Purchaser shall, for delivery of a reasonable time after delivery, have the Suppliesright to inspect the Goods to determine whether the Goods conform· to the Specifications. The Supplier shall, and shall procure parties hereby agree that thirty (30) days from the Supplier Personnel shall, (without further liability date of delivery is deemed to be a reasonable time for Purchaser to inspect the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescalesGoods. If there is any likelihood that the Supplier all, or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remediespart of, the Goods are found to be non-conforming, Purchaser may reject such non-conforming goods, whereupon such rejected good shall promptly be removed by Supplier. Upon request, Supplier shall promptly give replace such non- conforming goods with Goods which conform to the Company advance notice of the nature Specifications. All direct 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 incidental expenses relating 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 Unless otherwise agreed by the Company in writing, all Goods non-conforming goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid borne by the Supplier. The Company PAYMENT: Unless different payment terms are expressly stated on the Form or as otherwise set forth herein, payment terms shall not be obliged to carry out any work to enable delivery thirty (30) days from Purchaser's receipt of Supplies to take placeSupplier's invoice. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 No invoice will be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any paid until all of the Goods to be have been delivered and accepted by Purchaser. Alternatively, Purchaser may in an unsuitable condition or of its sole discretion reduce 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 (as appropriate) such Goods Purchase Price by the expiry price of such 24-hour period, the Company any Goods rejected pursuant to Section 6 hereof. Purchaser shall be entitled at all times to enforce set off any amount owing at any time from Supplier to Purchaser (or any of Purchaser's affiliates and subsidiaries) against any amount payable at any time by Purchaser (or any of its affiliates and subsidiaries) to Supplier. Purchaser shall have no responsibility for payment of over deliveries, Goods not delivered due to shortages, theft, etc., or which otherwise do not conform to the Company’s remedies under Clause 8 (Remedies).
4.5 Unless otherwise specified, the Supplier Purchase Order. Purchaser's count shall be responsible accepted as final and conclusive for installing, commissioning and decommissioning the Goods, as applicableall deliveries.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 1 contract
Samples: Purchase Order
Delivery. 4.1 8.1 Except as otherwise agreed by both parties in writing all Goods are delivered EXW (ex works) Seller’s manufacturing plant stated in the relevant purchase order. EXW (ex works) is as defined in INCOTERMS 2010. The Supplier shall Buyer will provide at its expense adequate and appropriate equipment and manual labour for loading or off-loading (as appropriate) the Goods.
8.2 All delivery dates and times are estimates and not legally binding on the Seller, which will use its reasonable endeavours to make available for collection or deliver (as appropriate) on time. If no delivery dates and/or times are specified, delivery will be within a reasonable time. Time of delivery will not be of the Supplies essence.
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 instructions Buyer to cancel the purchase order unless and date(s) specified 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 in respect of that purchase order or part of the purchase order which has been cancelled.
8.6 Subject to Condition 12, in the Authorizing Document (orevent of non-delivery of the Goods following the service of a written notice by the Buyer under Condition 8.5 the Seller’s liability for such non-delivery will be limited to 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. The Seller will have no liability for any failure to deliver to the extent that no date such failure is caused by the Buyer’s failure to provide the Seller with adequate delivery instructions or timescale is specified, then within 14 days after any other instructions that are relevant to the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is supply of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescalesGoods. If there is any likelihood that the Supplier or any Supplier Personnel will fail Buyer fails to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’s other rights or remedies, the Supplier shall promptly give the Company advance written 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 non- delivery in accordance with Condition 8.5, the Company’s instructions and any applicable regulations Seller shall have no liability whatsoever to the Buyer for suchnon-delivery.
8.7 If the Buyer refuses or requirements of the carrier and properly packed and secured so as fails to reach their destination in an undamaged condition in the ordinary course; and
(b) any take 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 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition when they are ready or of the wrong quantity either on tendered for 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 (as appropriate) such or to provide any instructions, documents, licences or authorisations required to enable the Goods by to be delivered on time (except solely on account of the expiry of such 24-hour periodSeller’s default), the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies).
4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not Goods will be deemed to have accepted been delivered on or by the due date and (without prejudice to its other rights) the Seller may:
8.7.1 store or arrange for storage of the Goods until it has had a reasonable period actual delivery or sale in accordance with Condition 8.7.3 and charge the Buyer for all related costs and expenses (including storage and insurance); and/or
8.7.2 recover from the Buyer all wasted transport costs resulting from the Buyer’s refusal or failure to take delivery of time to inspect them the Goods when tendered for delivery; and/or
8.7.3 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 to the Buyer, sell any of the delivery Goods at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the Price of the Goods under this Agreement of the Contract, having taken into account any Goods having a hazard charges related to the health sale and safety of persons or property, identifying those hazards any charges referred to in Conditions 8.7.1. and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods8.7.2.
Appears in 1 contract
Samples: Sales Contracts
Delivery. 4.1 5.1 Applicable delivery term, delivery mode and destination of the delivery shall be specified by Supplier and Huntsman in the Purchase Agreement. In case no specific delivery term has been agreed, delivery of the Products and/or Services shall be made DDP (Incoterms 2020) Huntsman’s Site. The Products and/or Services shall be delivered by Supplier shall deliver the Supplies timely in accordance with the instructions and date(s) specified delivery schedule agreed in the Authorizing Document (or, to the extent that Purchase Agreement. In case no date or timescale is specified, then within 14 days after the date of this Agreement or at such other specific delivery time as the Company may approve in writing or reasonably request). Time is of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Company’s other rights or remedieshas been agreed, 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 Unless otherwise agreed by the Company in writing, all Goods Products and/or Services shall be delivered to at the Premises during business hours with transportation charges and any other applicable charges pre-paid time requested by the SupplierHuntsman. The Company Huntsman shall not be obliged to carry out accept partial, excessive, early or late deliveries.
5.2 Huntsman shall have the right to make, from time to time, changes to any work to enable single purchase order and/or the Purchase Agreement. If any such change causes an increase or decrease in the cost of or the time required for the delivery of Supplies the Products and/or Services, the Parties shall agree to take placeequitable adjustments in the form of a separate supplementary agreement in writing accordingly.
5.3 Title to the Products and/or Services shall transfer from Supplier to Huntsman at the time when the delivery is completed in accordance with the agreed delivery term in the Purchase Agreement. The Supplier risk for loss of and damage to the Products and/or Services or any part thereof shall offload Goods at its own risk, as directed by the Companypass to Huntsman upon Acceptance.
4.4 The Company and, if applicable, the Supplier 5.4 Huntsman shall be entitled but not obliged to inspect the Goods as soon as practicable following delivery and agree an inventory quality of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following Products and/or Services at the time of the Company’s so notifying the Supplierdelivery. If the Supplier has not fully repaired, remedied, corrected or replaced (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company Huntsman shall not be deemed obliged to have accepted accept the Goods until it has had a reasonable period Products and/or Services if they do not meet the requirements set forth in the Purchase Agreement and these General Purchasing Terms and Conditions. Huntsman's receipt of the Products and/or Services at the 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 shall not release Supplier from any of its warranties, obligations and liabilities under this the Purchase Agreement or these General Purchasing Terms and Conditions.
5.5 Supplier shall inform Huntsman in writing of any Goods having foreseeable delay in delivery immediately after Supplier becomes aware of such possibility. This duty does not exclude or limit Supplier's liabilities resulting from late delivery. Supplier shall use its best efforts, including overtime work at its own cost, to prevent possible delay and to minimize the negative impact of the delay to Huntsman. If a hazard delivery is delayed due to reasons other than Force Majeure, Huntsman may, without prejudice to other remedies available to Huntsman under the health Purchase Agreement and safety of persons or propertythese General Purchasing Terms and Conditions, identifying those hazards and giving full details of any precautions at its discretion: (i) agree with Supplier to be taken by the Company on a grace period for the delivery of the Products and/or Services at Supplier’s sole risk and expense; (ii) demand price reduction for the Products and/or Services; or (iii) cancel the delivery and all other undelivered binding orders given by Huntsman in whole or in part at no compensation in any form to Supplier, and demand Supplier to reimburse to Huntsman the prepaid purchase price of all such Goods and their subsequent storage or handlingProducts and/or Services.
5.6 In addition, except as otherwise provided in the Purchase Agreement, Supplier shall pay to Huntsman liquidated damages in the amount of one per cent (1%) of the purchase price of the delayed Products and/or Services for each day that the Products and/or Services are delayed. The liquidated damages shall not exclude or limit Huntsman's right to compensation from Supplier shall notify for the Company in writing damages, losses, costs and expenses resulting from the delay, if such damages, losses, costs and expenses exceed the amount of all requirements and restrictions imposed liquidated damages paid by governmental and other authorities or persons relating Supplier to the possession, use or onward supply of the GoodsHuntsman.
Appears in 1 contract
Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document 6.1 Delivery takes place on agreed INCOTERMS (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 requestICC 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 for delivery and shall start to run from the date of acceptance by the Seller of the Supplies. The Supplier shall, Purchase Order or the date on which the Seller is placed in possession of such information and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) drawings as may be necessary to meet those timescalesenable him to start work on the Goods or the Services, whichever may be the later.
6.3 Delivery of Goods in instalments shall be permitted only with the consent of the Buyer and such permission, if given, shall not entitle the Seller to claim payment prior to completion of the present Agreement unless the Buyer has agreed in writing.
6.4 If the Buyer is not able to accept delivery of the Goods or installation of the Goods when due, the Seller shall be responsible for arranging suitable storage at suitable premises of the Goods, advising the Buyer beforehand of the particulars of such proposed storage and the Seller shall also ensure that the Goods and the premises in which they are stored are properly insured against all the usual risks and notify the Buyer of such insurance cover.
6.5 If delivery is made before the delivery date specified in the Purchase Order, the Buyer may return the Goods to the Seller at the Seller's risk and expense.
6.6 Each delivery must be accompanied by details of the exact quantity and description of the Goods and/or the Services performed. Shipping documents and a separate invoice stating the relevant Purchase Order number for each shipment must be sent by first class mail to the Buyer's plant or office which issued the Purchase Order on the day on which the shipment is made, marked for the attention of the Accounts Office. When Goods are invoiced by the Seller but shipped by a third party, the invoice shall bear the name of the shipper and the point from which the delivery originated. If there shipment is any likelihood that not delivered to 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 Company’s other rights or remediesBuyer's premises, the Supplier original bill of lading must be furnished with the invoice(s). The Buyer's count 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 circumstancesbe accepted as final on all shipments.
4.2 The Supplier shall ensure that:
(a) any 6.7 Delivery is completed only if the agreed Goods or Services are marked and delivered in their entirety in accordance with the Company’s instructions and any applicable regulations or requirements present Agreement at the location designated by Buyer.
6.8 If the Seller is in the position of being able to supply some but not all of its customers, the Buyer shall be given priority over all other of the 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 deliveredSeller's customers.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 1 contract
Samples: Sales Contracts
Delivery. 4.1 The Supplier 5.1 Delivery shall deliver take place on despatch from Rowico’s premises or despatch from the Supplies premises of Xxxxxx’s couriers.
5.2 All delivery times and dates are estimates only given in accordance with good faith but without obligation. Time for delivery is not of the instructions and date(s) specified in the Authorizing Document (or, to the extent that essence. If no date or timescale is dates are specified, then delivery will be within 14 days after the date of this Agreement or at such other time as the Company may approve a reasonable time. Rowico shall not be responsible if there is any delay in writing or reasonably request). Time is of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 CompanyGoods except if caused by Xxxxxx’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 circumstancesnegligence.
4.2 The Supplier shall ensure that:
5.3 If the Buyer (1) requests that delivery be postponed or (2) refuses to accept delivery or (3) fails to give Rowico adequate delivery instructions, then (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations risk of damage to or requirements loss of the carrier and properly packed and secured so as Goods will pass to reach their destination in an undamaged condition in the ordinary courseBuyer (including for loss or damage caused by Xxxxxx’s negligence) and; 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 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not will be deemed to have accepted been delivered and; (c) Rowico may store the Goods until actual delivery and charge the Buyer for all related costs including insurance for storage and; (d) Rowico may increase the price according to price lists applying at time of actual delivery; (e) Rowico may sell the Goods at the best price readily obtainable and charge the Buyer for any shortfall below the price under the Contract; and (f) without affecting any other of its rights or remedies Rowico may cancel the Contract or suspend further deliveries.
5.4 If the Buyer nominates a place for delivery it has had a reasonable period is its responsibility to make sure that suitable access equipment and manual labour is available to unload the Goods. IF IN ROWICO’S DRIVER'S REASONABLE OPINION THESE ARE NOT AVAILABLE ROWICO MAY REFUSE TO DELIVER THE GOODS.
5.5 Rowico shall have no liability for non-delivery or short delivery unless notified by the Buyer in writing within two working days of time due delivery date. Xxxxxx’s liability for non-delivery shall be limited to inspect them following delivery or, if later, replacing the Goods within a reasonable period time or issuing a credit note against any invoice raised for the relevant Goods. If the Buyer does not notify Rowico within this time limit, the Buyer shall be deemed to have received the Goods and shall be bound to pay the price as if the Goods had been received by it. The Buyer must arrange for inspection of time after any latent defect in them has become apparentthe Goods immediately upon delivery and before the delivery receipt, if required, is signed.
4.7 The Supplier shall give 5.6 Rowico will deliver to the Company companies designated warehouse(s) only, any additional warehouse or delivery address must be approved by Rowico prior to that delivery taking place.
5.7 Rowico will not allow collections from their premises unless with a 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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goodsagreement.
Appears in 1 contract
Samples: Sales Contracts
Delivery. 4.1 The Supplier shall deliver 3.1 Prices will be based on Delivery at the Supplies in accordance with location specified by Accenture (as per the instructions and date(s) Incoterms specified in the Authorizing Document purchase order), with (oras applicable) all duties, tariffs, freight, insurance, and other costs related to transportation and Delivery being the responsibility of Supplier.
3.2 Title to and risk of loss/damage for goods remain with Supplier until the goods have been delivered, inspected, and accepted by Accenture. Supplier is the importer and exporter of record (as the case maybe) and agrees to provide copies of all necessary documentation and approvals obtained by Supplier. Supplier agrees to provide free replacement of goods lost or damaged in transit, at no additional charge, within 3 Business Days of receipt of notice from Accenture. For Supplier's Delivery of goods, time is of the essence. In the event Supplier does not deliver goods on time, Accenture may terminate the Agreement as provided for in Section 8.
3.3 As soon as Supplier becomes aware of any fact, event or circumstance that may delay the performance of Supplier's activities, Supplier must promptly notify Accenture in writing with details of the possible delay and the cause. If Supplier wants an extension of time then, within 5 Business Days after the issue of a notice under this Section, Supplier must give further written notice to Accenture setting out the full details of the cause of the delay with supporting documents and stating the period by which Supplier believes the date for Delivery should be extended. Within 5 Business Days, or as maybe agreed upon by the Parties in writing, after receipt of the extension of time notice, Accenture will notify Supplier of the period, if any, by which the date for Delivery will be extended. Any extension to the date for Delivery granted by Accenture is Supplier's sole remedy for any delay. For the period of the relevant delay, Supplier is not entitled to claim an increase in remuneration, damages, costs, or expenses in connection with such changes. Despite any other provisions of the Agreement, Accenture may, in its absolute discretion and at any time, extend the date for Delivery. Accenture has no obligation to and is not required to exercise this discretion for the benefit of Supplier. For the avoidance of doubt, Supplier will not be entitled to an extension of time to the extent that no date any delay was caused by Supplier's act or timescale is specified, then within 14 days after omission or acts or omission of Supplier Personnel. Any act or omission by Accenture or the failure by Supplier to grant a reasonable extension of time or to grant an extension of time will not cause the date of this Agreement or for Delivery to be set at such other time as large.
3.4 Whenever applicable, Supplier must provide with each Deliverable, Documentation containing sufficient information to enable Accenture and its customers to effectively use the Company may approve in writing or reasonably request). Time is of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies Deliverable (including any overtime applicable software) in the manner reasonably contemplated under the Agreement. The Documentation must be furnished in both physical and electronic copies, must be complete, correct, and unambiguous, in English, German or additional shifts requiredboth (as requested by Accenture) as may be necessary to meet those timescalesand comply with all relevant laws and Technical Specifications. If there Supplier becomes aware that any Documentation is any likelihood that the incorrect or incomplete, Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the Company’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 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods must at its own risk, as directed by cost promptly update and provide Accenture with the Companyrevised Documentation.
4.4 3.5 Packaging of the Items shall be as specified in the purchase order.
3.6 The Company andItems shall be free and clear of all liens, if applicablecharges, the mortgages or encumbrances and rights of others of any kind whatsoever and Supplier shall inspect the Goods as soon as practicable following delivery fully indemnify and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company hold Accenture harmless in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, 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 (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)this regard.
4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 1 contract
Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified Goods will be delivered within a reasonable time indicated in the Authorizing Document (orSales Confirmation, subject to the extent that no date or timescale is specified, then within 14 days after the date availability 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 Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Company’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 circumstancesproduction capacity.
4.2 The Supplier shall ensure that:
(a) any Unless otherwise agreed in writing by the parties, Seller shall deliver the Goods at Buyer’s facility at the address indicated in writing by the Buyer in the purchase order (the "Delivery Point") using Seller's standard methods for packaging and shipping such Goods. Buyer shall be deemed to have taken delivery of the Goods when the Goods are marked and delivered in accordance with at 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; andDelivery Point.
(b) any Notwithstanding Section 3(b) above, if Buyer and Seller agree in writing that the Goods will be delivered at Seller’s, or its affiliates’, facility, wherever located, even outside the territory of the United States (“Seller Delivery Point”), Buyer shall take delivery of the Goods is accompanied by a delivery note which shows within three (3) days of Seller's written notice that the Authorizing Document number, date of order, number of packages Goods have been delivered and contents and, in the case of part delivery, the outstanding balance remaining to be delivered.
4.3 Unless otherwise agreed by the Company in writing, all Goods Buyer shall be delivered to responsible for all loading costs and provide equipment and labor reasonably suited for receipt of the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own riskSeller Delivery Point. Subject to Section 4 below, as directed by the Company.
4.4 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 Seller shall not be liable for any delays, loss or damage found on such inspectionin transit. If the Company TK USA Corp. 000 0xx Xxx Xxxx, Xxxxx X, Xxxxxxxxxxxxxx XX 00000 Tel.: +0 (000) 000-0000
(c) Seller may, in its reasonable opinion considers 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) The quantity of any installment of Goods as recorded by Xxxxxx on dispatch from Seller's place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary.
(e) If for any reason Buyer fails to accept delivery of any of the Goods on the date fixed at the Delivery Point or at Seller Delivery Point, or if Seller is unable to be in an unsuitable condition deliver the Goods at the Delivery Point or of the wrong quantity either at Seller Delivery Point 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 date because Buyer has not fully repairedprovided appropriate instructions, remedieddocuments, corrected licenses or replaced authorizations: (as appropriatei) such risk of loss to the Goods by shall pass to Buyer; (ii) the expiry of such 24-hour period, the Company Goods shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies).
4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted been delivered; and (iii) Seller, at its sole discretion, may store the Goods until it has had a reasonable period of time to inspect Buyer picks them following delivery orup, if laterwhereupon Buyer shall be liable for all related costs and expenses (including, within a reasonable period of time after any latent defect in them has become apparentwithout limitation, storage and insurance).
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 1 contract
Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified in the 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 Unless otherwise agreed in writing or reasonably request). Time is of by the essence for Seller, delivery of the Suppliesgoods shall take place FCA (Incoterms 2020) at the Seller's place of business. The Supplier shallBuyer shall bear the full cost and risk of carriage, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Company’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 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges insurance and any other applicable charges pre-paid by relating to shipment/transportation. Where the SupplierSeller has agreed to export the goods or deliver the goods other than FCA (Incoterms 2020) (Seller's place of business), the Buyer is responsible for testing and inspection of the goods at the Seller's premises before shipment/transportation and the Seller will have no liability for any claim in respect of any defect in the goods which would have been apparent on inspection, but which is only discovered after shipment/transportation, or in respect of any damage during transit. Where the Seller agrees to deliver the goods otherwise than at the Seller's premises, the Seller shall be under no obligation under section 32(2) of the Sale of goods Act 1979. The Company Buyer shall not be obliged provide at the delivery point and at its expense adequate and appropriate equipment and manual labour for loading/unloading the goods. Where the Seller ships the goods direct from an affiliated company outside of the United Kingdom to carry out any work to enable the Buyer premises within the United Kingdom, unless the Seller agrees otherwise, delivery of Supplies the goods shall take place DAP (UK port). Title and Risk in the goods shall pass to take placethe Buyer upon delivery. Any delivery date quoted is not guaranteed nor is the time quoted for delivery a condition of the Contract. The Supplier shall offload Goods at Seller will use its own riskreasonable endeavours to meet any delivery dates but, as directed by the Company.
4.4 The Company andsubject to having used its reasonable endeavours, 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 it will not be liable for any damage found failure to meet a delivery date nor for any direct, indirect or consequential loss of any kind arising from a delay in delivery howsoever caused. Goods and/or services may be delivered by the Seller in advance of any specified delivery date upon the Seller giving reasonable notice to the Buyer. The Buyer has 14 days from invoice date to inform the Seller of any discrepancy in the quantity of goods delivered. The quantity of any consignment of goods as recorded by the Seller on such inspection. If dispatch from the Company in its reasonable opinion considers any Seller's place of business shall be conclusive evidence of the Goods quantity received by the Buyer unless the Buyer can provide conclusive evidence to the contrary. The Seller reserves the right to despatch and invoice and be paid for more or less than the quantity specified within a margin of 10%. Unless the Contract provides to the contrary, the Seller may deliver by installments. Where delivery is to be made by installments, each installment shall be treated as a separate contract and delay, default or non-delivery in an unsuitable condition or respect of any installment on the part of the wrong quantity either on delivery or subsequentlySeller, shall not entitle the Company shall notify Buyer to cancel the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time remainder of the Company’s so notifying contract. Without prejudice to the Supplier. If other rights and remedies of the Supplier has not fully repairedSeller under the Contract or otherwise, remedied, corrected or replaced (as appropriate) such Goods failure by the expiry of such 24-hour period, Buyer to pay for any installment or delivery when payment is due or where the Company Seller has reasonable grounds to determine that the Buyer shall be unable to pay for the Goods the Seller shall be entitled to enforce withhold further deliveries and suspend the Company’s Buyers credit facilities. Without prejudice to the other rights and remedies of the Seller under Clause 8 (Remedies).
4.5 Unless otherwise specifiedthe Contract or otherwise, if the Buyer fails to accept delivery of any goods when tendered or in event of any shipment of delivery of goods being delayed at the Buyers request or in any event of the Buyer failing to make payment for goods when it is due, the Supplier Buyer shall be responsible liable to the Seller for installingall additional or excess handling, commissioning storage, or other charge whatsoever incurred by the Seller in relation to any such goods delivery of which the Seller is then entitled to withhold. Without prejudice to its other rights and decommissioning remedies, the GoodsSeller shall have right, as applicable.
4.6 The Company at its discretion, to continue deliveries in circumstances where the Buyer has failed to pay for or take delivery of the goods in accordance with the Contract. Where any circumstances whatsoever beyond the control of the Seller may hinder or delay delivery, the Seller shall not be deemed liable in any way for its inability to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparentmake delivery.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 1 contract
Samples: Conditions of Sale
Delivery. 4.1 The Supplier Unless otherwise agreed in writing, delivery of all products ordered hereunder shall deliver the Supplies in accordance be F.O.B. Point of shipment (by common carrier or otherwise) to KSR. Vendor shall comply with the instructions and date(s) specified in the Authorizing Document (orany routing instructions, including mode of shipment, which KSR may furnish. Vendor will be responsible for any transportation cost premiums and/or cancellation charges which result from Vendor’s failure to comply with KSR’s shipping or delivery instructions. Except to the extent that no date KSR incurs liability to its customer or timescale is specifiedanother third party by reason of delay in delivery of, then or unavailability of appropriate parts or systems, incorporating items acquired from Vendor here under, in which case Vendor shall indemnify and hold KSR harmless from and against all such liability (including reasonable attorney fees and costs of defense), Vendor shall not be responsible for delay in delivery or failure to manufacture or deliver items ordered hereunder due to causes beyond Vendor’s reasonable control, provided Vendor gives KSR prompt written or telegraphic notice of said delay. If for any reason Vendor does not comply with KSR’s delivery schedule, KSR, at its option, may either approve a revised delivery schedule or cancel this Agreement without further obligation. Products shipped to KSR in advance of the schedule or in excess of the quantity ordered my be returned to Vendor at its expense. At least one package in each shipment must contain a packing slip showing KSR’s applicable part number, quantity and Purchase Order number. Each package shall have attached to it a label or eyelet tag with wire holder (the label or tag shall be six (6) inches wide and four (4) inches high) showing KSR’s part number, part name, the quantity within 14 days after the package and the date of this Agreement shipment. This information shall also be bar-coded onto the tag. KSR’s count and weight are to be accepted as final on any shipment. Any returnable container shall be marked “RETURNABLE” and show the name and location to which it is to be returned. KSR reserves the right to delay shipments. No charges of any kind, including charges for packing, boxes, skids, cartage or at such other time as the Company may approve insurance will be allowed or paid unless specifically agreed to in writing by KSR or reasonably request)otherwise stated herein to be directly incurred by KSR. Time is of the essence for delivery of the Supplies. The Supplier shall, Value added tax (VAT) must be shown as a separate line item on each invoice and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may must not be necessary to meet those timescales. If there is 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 Company’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 included in the ordinary course; and
piece price. Value added tax (bVAT) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, registration number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be deliveredmust appear on each invoice.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 1 contract
Samples: Vendor Agreement
Delivery. 4.1 The Supplier shall deliver Unless agreed otherwise in writing by the Supplies parties, all Goods are delivered FCA (“Free carrier” as defined in accordance with INCOTERMS 2020®) at the instructions and date(s) place specified in the 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 Order Confirmation.
4.2 Any dates quoted for delivery of the Supplies. The Supplier shallGoods or performance of Services are approximate only, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such time of 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 delivery is 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 not of the Company’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 circumstancesessence.
4.2 The Supplier 4.3 In the event of delay in delivery, Buyer shall ensure that:
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 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 reimbursing Buyer for the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of Goods is accompanied by a delivery note which shows similar description and quality, at the Authorizing Document numberlowest available market price, date less the Price of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Companyrelevant Goods.
4.4 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 Seller shall not be liable for any damage found 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 such inspectiontime (“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). If the Company in its reasonable opinion considers Following written notice to Buyer, Seller may also sell any of the Goods to be at the best price reasonably obtainable in an unsuitable condition or the circumstances and charge Buyer for any shortfall below the Price of the wrong quantity either on delivery or subsequently, Goods under 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicableContract.
4.6 The Company shall not be deemed to have accepted If Seller's delivery note or package labelling states that the Packages in which the Goods until it has had a reasonable period of time are delivered are returnable to inspect them following delivery orSeller, if later, within a reasonable period of time after any latent defect such Packages shall be returned 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 accordance with such instructions. If such Packages are not so returned they will be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.chargeable at
Appears in 1 contract
Samples: Sales Contracts
Delivery. 4.1 8.1 Except as otherwise agreed by both parties in writing all Goods are delivered EXW (ex works) Seller’s manufacturing plant stated in the relevant purchase order. EXW (ex works) is as defined in INCOTERMS 2010. The Supplier shall Buyer will provide at its expense adequate and appropriate equipment and manual labour for loading or off-loading (as appropriate) the Goods.
8.2 All delivery dates and times are estimates and not legally binding on the Seller, which will use its reasonable endeavours to make available for collection or deliver (as appropriate) on time. If no delivery dates and/or times are specified, delivery will be within a reasonable time. Time of delivery will not be of the Supplies essence.
8.3 The Seller will be deemed not to be in breach of the Contract, and (for the avoidance of doubt) will not be liable in contract, tort or otherwise howsoever and whatever the cause thereof, to the Buyer for any direct, indirect or consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, depletion of goodwill and similar), costs, damages, charges or expenses caused directly or indirectly by any delay or failure in the delivery of the Goods (even if caused by the Seller’s negligence) except as set out in this Condition 8.
8.4 Any additional costs incurred by the Seller for express deliveries undertaken at the request of the Buyer are for the account of the Buyer and will be added to the Prices and invoiced in accordance with Condition 14.2.
8.5 Any delay in delivery will not entitle the instructions and date(s) specified Buyer to cancel the purchase order unless
8.5.1 the Seller will refund the Buyer any sums which the Buyer has paid to the Seller in respect of that purchase order or part of the purchase order which has been cancelled; and
8.5.2 the Buyer will be under no liability to make any payments under Condition 14 in respect of that purchase order or part of the purchase order which has been cancelled.
8.6 Subject to Condition 12, in the Authorizing Document (orevent of non-delivery of the Goods following the service of a written notice by the Buyer under Condition 8.5 the Seller’s liability for such non-delivery will be limited to 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. The Seller will have no liability for any failure to deliver to the extent that no date such failure is
8.7 If the Buyer refuses 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 fails to take delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Company’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 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition when they are ready or of the wrong quantity either on tendered for 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 (as appropriate) such or to provide any instructions, documents, licences or authorisations required to enable the Goods by to be delivered on time (except solely on account of the expiry of such 24-hour periodSeller’s default), the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies).
4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not Goods will be deemed to have accepted been delivered on or by the due date and (without prejudice to its other rights) the Seller may:
8.7.1 store or arrange for storage of the Goods until it has had a reasonable period actual delivery or sale in accordance with Condition 8.7.3 and charge the Buyer for all related costs and expenses (including storage and insurance); and/or
8.7.2 recover from the Buyer all wasted transport costs resulting from the Buyer’s refusal or failure to take delivery of time to inspect them the Goods when tendered for delivery; and/or
8.7.3 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 to the Buyer, sell any of the delivery Goods at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the Price of the Goods under this Agreement of the Contract, having taken into account any Goods having a hazard charges related to the health sale and safety of persons or property, identifying those hazards any charges referred to in Conditions 8.7.1 and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods8.7.2.
Appears in 1 contract
Samples: Sales Contracts
Delivery. 4.1 The Supplier DMG MORI shall deliver exert its best efforts to cause the Supplies in accordance with the instructions and date(s) specified in the 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 Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Company’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 Equipment to be delivered.
4.3 Unless otherwise agreed shipped by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges Estimated Shipment Date and any other applicable charges pre-paid effect Delivery by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by Estimated Delivery Date (being a date which DMG MORI will notify the Company.
4.4 The Company and, if applicable, the Supplier shall inspect the Goods Buyer as soon as practicable following delivery once the Equipment are available for Delivery). Buyer acknowledges that all dates stated by DMG MORI are approximate dates only; and agree an inventory are estimated in good faith to the best of the quality DMG XXXX’s ability, commensurate with foreseeable scheduling and quantity deliveredsubject to availability of product and transit. The Company DMG MORI shall not be liable for any loss or damage found on such inspection. If the Company whatsoever, including loss of income and/or profits, incidental, special or consequential damages resulting from DMG XXXX’s delayed performance in its reasonable opinion considers any shipment and Delivery of the Goods Equipment for any reason whatsoever. Buyer must accept Delivery within 7 days from the date that the Equipment are first available for Delivery as advised by DMG MORI. Acceptance and payment by Buyer with respect to be 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 (as appropriate) such Goods Equipment delivered 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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company DMG MORI shall not be delayed because of any delay in Delivery by DMG MORI of Optional Accessories or other goods not essential to the operation of the Machines; and in such event, the Payment Terms shall be applicable to the Equipment initially delivered as of the date of Delivery and to subsequent deliveries of Equipment as they occur. If DMG MORI is unable to effect Delivery due to the fault of the Buyer (including due to the Buyer failing to take Delivery in accordance with this Agreement), the Buyer will pay to DMG MORI as interest 0.4% of the total invoiced amount per week from the date of Delivery until acceptance by Buyer and DMG MORI may store the Equipment and charge the Buyer for all costs and expenses incurred or suffered by DMG MORI as a result. Upon delivery by DMG MORI to the Delivery Point, risk of loss shall pass to Buyer. Thereafter, the carrier shall be deemed to have accepted be acting for and on behalf of Buyer and the Goods until it has had a reasonable period terms of time payment for the Equipment shall not be affected by damage 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 or destruction 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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the GoodsEquipment sold.
Appears in 1 contract
Samples: Sales Contracts
Delivery. 4.1 4.1. The Supplier Buyers shall deliver give xx Xxxxxxx at least five (5) days prior written notice of the Supplies in accordance with scheduled date of arrival of the instructions Vessel to the Delivery Port specifying the name of vessel, vesselʼs agent, approximate date of arrival, bunkering port, grade and date(s) specified quantity of marine fuel and the Buyerʼs invoice details.
4.2. The Buyer shall ensure that either the master of a nominated Vessel or vesselʼs agent gives not less than 48 hours advance notice to the Sellers for the definite time of arrival of the Vessel to the Delivery Port.
4.3. The master or the vesselʼs agent shall give immediate notice to Sellers of any delays in the Authorizing Document (or, time of arrival to the extent Delivery Port. In case of failure to arrive to the Delivery Port at the scheduled date, the Sellers shall use its best efforts to reschedule the delivery to the Buyers’ vessel but shall not be responsible for any delays or for any damages resulting therefrom and the Sellers shall be entitled to cancel the Agreement and/or the Bunker Contract in case that no date or timescale is specified, then the Vessel do not arrive 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 6 hours of the essence definite time of arrival to the Delivery Port without any liability whatsoever nature to the Sellers and without prejudice to the Seller’s rights for expenses, claims, damages arising from non-arrival or late arrival of the Vessel to the Delivery Port.
4.4. The Buyers shall advise the Sellers in writing, 24 hours prior to delivery, of maximum allowable pumping rate and pressure. The Sellers and the Buyers shall agree on the communication and emergency shut-down procedures and the master of the Vessel also has to acknowledge the same.
4.5. The Buyers shall be liable to pay the Sellers’ claims whatsoever nature if the Buyers or the Vessel fails to receive the Bunkers at the time for delivery. Furthermore, if the Vessel fails to take delivery of the SuppliesBunkers or any part thereof, the Buyers shall compensate the Sellers for any loss or damage whatsoever nature including but not limited to any loss of profit on any resale of the Bunkers, and the Buyers shall bear the risk of the return transport, storage or selling of the Bunkers. In addition to the foregoing the Sellers shall pay a penalty payment under this paragraph. The Supplier shallpenalty payment shall be 7% of the invoice price provided that the minimum penalty payment shall be USD 3,000. The penalty payment shall not be deducted from the Buyers’ claims and shall be paid by the Sellers separately.
4.6. Delivery shall be made during the Sellers' normal working hours at the Delivery Port unless required at other times and permitted by port regulations, in which event the Buyers shall reimburse the Sellers for all additional expenses incurred by the Sellers.
4.7. The Sellers shall have the right to require the Buyers to shift vessel to another berth or anchorage, and to deliver the Bunkers by using extra Bunker Barge whenever it is deemed necessary by the Sellers, depending on the Bunker Barge capacity and the prior commitments of available Bunker Barge or existing facilities.
4.8. The Buyers shall procure that the Supplier Personnel shall, (without further liability arrange a free and safe berth to the Company) devote such of their time, attention Bunker Barge alongside the Vessel to receive the Bunkers. The master and ability the crewmembers shall render all assistance to safely moor and unmoor the Bunker Barge and to connect and disconnect the delivery hose. The Vessel is subject to the Supplies (including any overtime Sellers’ and the Bunker Barge’s acceptance and the Vessel shall not be supplied the Bunkers unless free of all difficulties, deficiencies or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that defects which might impose hazards in connection with the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any supply of the Company’s other rights or remedies, Vessel.
4.9. The Buyers shall notify the Supplier shall promptly give Sellers in advance and in any case with the Company advance definite notice of the nature and effects arrival of the circumstances in question Vessel to the Delivery Port if there are special conditions and a best estimate if the structure of the duration of such circumstancesVessel is unconventional.
4.2 4.10. The Supplier Sellers do not warrant nor shall ensure that:
(a) any Goods are marked and delivered in accordance with be deemed to warrant the Company’s instructions safety of the Delivery Port and any applicable regulations place(s) or requirements facility(ies) where the Vessel is supplied the Bunkers and the Sellers assume no liability whatsoever in respect thereof except gross negligence or willful misconduct of the 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 deliveredSellers.
4.3 Unless otherwise agreed by the Company in writing, all Goods 4.11. The Vessels shall be delivered to bunkered as promptly as possible and the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company Sellers shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory exercise due care for timely supply of the quality and quantity delivered. The Company Bunkers but the Sellers shall not be liable for demurrage, detention nor any damage found on such inspection. If other nor different damages due to any delay caused by any reason, including but not limited to weather (whether usual or unusual), congestion at the Company in its reasonable opinion considers any terminal or prior commitments of available barges or existing facilities, howsoever caused except gross negligence or willful misconduct of the Goods to Sellers.
4.12. The Buyers shall ensure that vessel will be in an unsuitable condition or full compliance with all applicable international conventions, all applicable laws, regulations and/or other requirements of the wrong quantity either on delivery Delivery Port in Turkey 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 in another country of the Company’s so notifying port and/or place of delivery where the SupplierSellers supply the Bunkers and all applicable regulations and/or requirements of any terminal or facilities in the Delivery Port or place where the Vessel shall be supplied.
4.13. If The Buyers and the Supplier has Owners of the Vessel undertake that the Vessel shall comply with and meet any financial responsibility requirements for liability risks including oil pollution and spill prevention and shall have a valid liability insurance for risks which are ordinarily covered under the Rule Books of the P&I Clubs who are the member of International Group of the P&I Clubs including pollution.
4.14. The Buyers shall give departure confirmation before 14:00 hours for the Vessel which is at shipyard or repair dock for bunkering arrangements and the Vessel shall also depart before 14:00 hours same day otherwise bunkering shall be arranged next day after 18:00 hours. Should the Vessel does not fully repaired, remedied, corrected or replaced (as appropriate) such Goods depart before 14:00 hours additional daily Bunker Barge fee of USD 2,000 shall be paid by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies)Buyers.
4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 1 contract
Samples: Bunker Contract
Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document (or, to the extent that no date or timescale 22.1 It 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 Supplies. The Supplier shall, and shall procure recorded that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 Product delivery continuum is 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 Company’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 thatcomprised of:
(a) any Goods are marked and 22.1.1 Product to be 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, rail [in the case of part RTC deliveries], such delivery of Product shall be undertaken by the Supplier at its own cost and shall encompass the conveyance of Product by means of a rail-tank-car from the Loading Point to the Off-loading Point, at which point such Product shall have been entirely off-loaded; and
22.1.2 Product to be delivered by road [in the case of RTL deliveries], such delivery of product shall be undertaken by the Oil Company at its own cost and shall encompass the conveyance of Product by means of a road tanker from the Loading Point to the Off- loading Point, at which point such Product shall have been entirely off-loaded.
22.2 Transnet may forthwith report any late or non-deliveries and Transnet shall notify the Supplier thereof within 48 (fourty-eight) hours of the delivery due date. Each such notification shall contain details of the consignment of Product destination, as well as details of the time at which the delivery was actually received at the Off-loading Point if delivered late, or in the case of non- delivery, the outstanding balance remaining delivery due time and such further information as the Supplier may reasonably require from time to be deliveredtime. Either party may forthwith report any delays in accepting deliveries by the other party, including failure to take deliveries at the off-loading points and the Supplier shall notify Transnet thereof within 48 (fourty-eight) hours of such late delivery taking or failure to take such delivery. Delays mean a minimum of five (5) hours for delivery and three (3) hours for acceptance of delivery.
4.3 Unless otherwise agreed by 22.3 Should Transnet fail to uplift or accept or take delivery of the Company product as confirmed in writingthe applicable purchase order, all Goods Transnet shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid liable for all direct costs incurred by the Supplier. The Company Such costs shall be paid within 30 (thirty) business days from the day so proven or determined.
22.4 Transnet will not be obliged to carry out any work to enable accept delivery of Supplies to take placeany sealed parcel whose seal is broken or not intact at arrival at a Delivery Site. The Supplier shall offload Goods at its own risk, as directed is to ensure that a seal number is recorded and the seal is broken either by a Transnet staff member receiving the Companydelivery or in the presence of the Transnet staff member receiving the delivery. This clause 22.4 is specific to full load deliveries that should be sealed upon delivery.
4.4 The Company and22.5 Transnet reserves the right in the case of unforeseen circumstances or emergency, if applicable, on 24 (twenty four) hours prior written notice to the Supplier shall inspect the Goods (except in a situation which Transnet regards as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not emergency, where shorter notice may be liable for any damage found on such inspection. If the Company in its reasonable opinion considers given), designate an Internal Site other than any of the Goods Diesel Traction Sites, Home Base Sites or Marine Diesel Sites for the delivery of Product and such deliveries will be subjected to be the delivery times stated 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 (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)clause 20.
4.5 Unless otherwise specified, the 22.6 The Supplier shall will be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
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 Company on the providing suitable transport facilities for delivery of such Goods and their subsequent storage or handlingProduct at the Diesel Traction Sites, Home Base Sites as well as Marine Diesel Sites. The Supplier term “transport facilities” shall notify include Road Tank Lorries. All transport facilities will be required to comply with the Company in writing of SHERQ Requirements and with all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goodsapplicable legislation.
Appears in 1 contract
Samples: Master Agreement
Delivery. 4.1 The Supplier 10.1. Unless otherwise agreed in writing by Seller (a) all prices are net, FOB carrier, Seller’s warehouse and (b) title to and risk of loss of Products shall deliver 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 Supplies in accordance carrier. Claims for shipping damages must be made directly with the instructions carrier. Applicable taxes, duties, foreign exchange, and date(s) specified other charges shall be calculated at the rate in effect at the Authorizing Document (or, time of transfer of title 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 requestBuyer.
10.2. Buyer shall cooperate fully with Seller’s efforts to deliver Product(s). Time is of the essence for delivery of the Supplies. The Supplier shall, and shall procure that be appropriately prepared to safely and promptly receive the Supplier Personnel shall, (without further liability to the CompanyProduct(s) devote such of 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 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 Company’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 when delivered.
4.3 Unless otherwise agreed 10.3. Buyer is responsible for checking all Products to ensure that the correct volume, concentration levels, and type of Products have been received. Any shortage, excess, mis-shipment, or defect in any Product must be reported to Seller within seven (7) days of receipt of the Product(s) by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the SupplierBuyer. The Company Seller shall not be obliged responsible for any Claim for shortages or failure to carry out any work to enable delivery meet specifications after this time. In case of Supplies to take place. The Supplier bulk carload or tank car shipments, Seller’s weight, shall offload Goods at its own risk, as directed by the Companygovern absent manifest error.
4.4 The Company and10.4. Buyer shall provide adequate access to on-site tanks, if applicableor other suitable receptacles, to allow for the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory efficient unloading of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, 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 (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 (RemediesProduct(s).
4.5 Unless otherwise specified10.5. Late delivery or failure to supply shall in no event entitle Buyer to vary or cancel these Terms, or to claim damages in respect thereof. Delivery of the Supplier Product(s) to Buyer’s location shall constitute delivery to Buyer; and all risk of loss or damage shall thereupon be responsible for installing, commissioning and decommissioning the Goods, as applicableassumed by Buyer.
4.6 The Company shall not 10.6. Upon Buyer’s reasonable request, Seller may, at its option, assist Buyer in loading or unloading the Product(s), but such assistance will be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery orrendered at Buyer’s sole risk. BUYER SHALL DEFEND, if laterINDEMNIFY AND SAVE SELLER GROUP HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, within a reasonable period of time after any latent defect in them has become apparentDAMAGES, INJURIES, 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.
4.7 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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 1 contract
Samples: General Terms and Conditions
Delivery. 4.1 The Supplier Seller shall deliver be deemed to have delivered the Supplies in accordance with goods either when the instructions and date(s) specified in goods are despatched from the Authorizing Document Seller’s premises or (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 case may approve in writing or reasonably request). Time is of be) when goods are ready for collection at the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 CompanySeller’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 circumstancespremises.
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 time for 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 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take placethe essence of the contract. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 Seller shall not be liable for any loss or damage found on such inspection. If whether arising directly or indirectly from delay in delivery.
4.3 The Seller may employ one or more sub-contractors to fulfil some or all of its obligations under the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, 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 (as appropriate) such Goods by the expiry of such 24-hour period, the Company contract.
4.4 The Seller shall be entitled to enforce deliver the Company’s remedies under Clause 8 (Remedies)goods by instalments and to invoice the Buyer for each such instalment. Each instalment will be considered a separate transaction and the failure of any one delivery shall not affect the due performance of the contract as a whole.
4.5 Unless otherwise specifiedShould expedited delivery be agreed and necessitate overtime or additional costs, the Supplier such costs and overtime expenses shall be responsible for installing, commissioning and decommissioning paid by the Goods, as applicableBuyer.
4.6 The Company Seller may, at its absolute discretion, make a reasonable storage charge for custody for all goods standing to the credit of the Buyer, or to the Buyer’s order. Carriage and insurance charges will, unless otherwise stated, be added to all invoices for goods delivered to the Buyer by the Seller.
4.7 Unless otherwise specifically mentioned in the Seller’s quotation or acceptance of order, the price does not include any packaging and/or other protection of the goods or parts. Unless otherwise agreed in writing, packing materials and containers, etc. are returnable to the Seller and if not returned will be charged for. Where returned carriage paid and in good condition, credit will be allowed in all cases where packing materials and containers have been charged to the Buyer.
4.8 If a delivery by the Seller, or the acceptance by the Buyer of a delivery, is delayed or prevented because the manufacturer of the goods, their delivery to the Buyer’s works by usual route, or the consumption or use of the goods by the Buyer in the ordinary course of its business has been or is being prevented or hindered by circumstances beyond the reasonable control of either party, including any form of Government intervention, strikes and lockouts relevant to the contract, civil disturbance, wars, acts of Queen’s enemies, Act of God, fire, storm, flood, tempest, seizure, arrest or requisition of goods or raw materials, non-availability of power, breakdown of plant or any other matter outside the control of that party, such delivery shall be suspended, and if it cannot be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, made within a reasonable period of time after any latent defect the due date, the contract may be cancelled by either party by letter, fax or telex to the other. The Buyer shall pay the Seller such sum as may be equitable in them has become apparent.
4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement respect of any Goods having a hazard work performed prior to the health and safety of persons or property, identifying those hazards and giving full details of any precautions such cancellation. Where more than one delivery is to be taken by made under the Company on contract, deliveries not so cancelled will be resumed as soon as the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify circumstances causing the Company delay cease, but, except where the Seller otherwise agrees in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating writing, the period during which deliveries are to the possession, use or onward supply of the Goodsbe made will not be extended.
Appears in 1 contract
Samples: Sales Contracts
Delivery. 4.1 The Supplier shall a. All Products will be packed and shipped in accordance with this Order and with all applicable laws and regulations. In the absence of any specific instructions on the PO or applicable laws and regulations, Seller will comply with best practices to ensure the Products’ safe arrival at Diodes’ destination listed on the PO at the lowest transportation cost. Risk and full title, as well as the unrestricted property right in the Products (including without limitation any and all intellectual property rights relating to the intended use of the Products), will pass from Seller to Diodes according to the delivery term on the PO; and if no such term is specified, it will be DDP (Incoterms 2020).Seller will mark on containers all necessary handling, loading and shipping instructions. An itemized packing list will be included with each shipment. Seller will be solely liable for any delay, errors, omissions or mistakes in the shipment or delivery of the Products resulting from any incomplete or incorrect information provided by Seller. Unless Diodes has otherwise agreed in writing, Seller must deliver the Supplies exact quantities specified. Diodes reserves the right to reject incomplete deliveries or any deliveries shipped in excess of the quantities indicated on the PO, including partial deliveries and delivery by separate installments. No replacement or substitution will be made for any such Products unless previously authorized in writing by Diodes. Further, if Seller plans to make any change to Diodes’ material specifications for Products under this Order, Seller must immediately notify Diodes in writing and receive Diodes’ prior written approval before putting into effect such change.
b. TIME IS OF THE ESSENCE ON THIS ORDER. If delivery cannot be made at the specified time and place in accordance with the instructions Order, Seller will promptly notify Diodes of the earliest possible date for conforming delivery and date(s) specified will only deliver the Products after receiving written approval from Diodes. Notwithstanding such notice, and unless otherwise agreed by Diodes in writing, such delay will entitle Diodes to terminate, without liability, this Order as to Products not yet delivered and Products that had delivered in contravention of this Order, by notice effective upon receipt by Seller. If Diodes approves the delayed delivery in writing, Diodes will have right to require Seller to Diodes a late delivery fee calculated at the rate of 5% of the purchase price of the Products involved in the Authorizing Document (or, to late delivery or the extent that no maximum amount permitted by law for each day of delay beginning on the day of the originally agreed delivery date or timescale is specified, then within 14 days after and ending on the date of this Agreement receipt of such delayed Products by Diodes. Further, if a late or at such other time short delivery causes Diodes to be delayed or in breach of an order with a customer and Diodes suffers damages as the Company may approve in writing or reasonably request). Time is of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of their time, attention and ability to the Supplies a result (including having to pay expedited shipping or penalties pursuant to Diodes’ order with its customer, or having to procure replacement Products from an alternative supplier), Seller will make Diodes whole from any overtime or additional shifts required) as may be necessary to meet those timescales. If there is any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, thensuch resulting damages, without prejudice to any other remedies or rights Diodes may have in the event of the Company’s other rights late 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 circumstancesshort delivery hereunder.
4.2 The Supplier shall ensure that:
(a) any Goods are marked and delivered c. If in accordance order to comply with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as Diodes’ required delivery date it becomes necessary for Seller to reach their destination in an undamaged condition in the ordinary course; and
(b) any delivery of Goods is accompanied ship by a delivery note which shows the Authorizing Document numbermore expensive method than specified in this PO, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 Seller will bear responsibility for any damage found on increased transportation costs, unless the necessity for such inspectionrerouting or expedited handling has been solely caused by Diodes. If the Company in its reasonable opinion considers Diodes’ receipt or acceptance of all or part of a nonconforming delivery will not constitute a waiver of any of the Goods to be in an unsuitable condition claim, right, or of the wrong quantity either on delivery remedy that Diodes has under this Order 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 Supplierunder applicable law. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall Diodes will be entitled to enforce the Company’s remedies under Clause 8 (Remedies).
4.5 Unless otherwise specifiedretain, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall but will not be deemed bound to have pay for, any excess and such excess will be and remain at Seller’s risk. No early deliveries will be 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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company paid for unless Diodes notifies Seller in writing of its intention to accept and pay for such deliveries.
d. Seller will take any and all requirements necessary actions to ensure that (i) the Products will be duly protected from any damage likely to be caused by fluctuations in temperature, exposure to sunlight, or other relevant factors may affect the quality of the Products; and restrictions imposed (ii) all data, information, materials, manuals, documentation, etc. provided by governmental Seller concerning the Products are accurate and other authorities or persons relating complete and conform to the possession, use or onward supply of the Goods.agreed specifications
Appears in 1 contract
Delivery. 4.1 The Supplier 6.1 Delivery of the Goods shall be made by CCD to the Delivery address. Deliveries will be made using articulated vehicles as the standard method of delivery, however, CCD may use other vehicle types at CCD’s discretion. If the Buyer has a specific vehicle requirement or if there are any limitations on the size of vehicle used for delivery this must be specified by the Buyer as a Delivery Constraint in the CCD Order Confirmation.
6.2 Time and date for delivery shall not be of the essence unless previously agreed by CCD in writing. CCD will endeavour to deliver the Supplies Goods on the Estimated Delivery Date(s) but the Goods may be delivered by CCD in accordance with advance of the instructions and date(sEstimated Delivery Date(s) specified in the Authorizing Document (or, upon giving reasonable notice to the extent that no date Buyer.
6.3 CCD may elect to deliver the Goods in instalments and, where the Goods are to be delivered in instalments, failure by CCD to deliver any one or timescale is specified, then within 14 days after more of the date of this Agreement or at such other instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.4 If CCD fails to deliver the Goods (where time as the Company may approve in writing or reasonably request). Time is of the essence essence) for delivery any reason other than Force Majeure or any cause beyond CCD’s reasonable control or the Buyers fault, and CCD is accordingly liable to the Buyer, CCD’s liability shall be limited to the excess (if any) of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability cost to the Company) devote such of their time, attention and ability to the Supplies Buyer (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is 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 Company’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
(bcheapest alternative market) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date goods of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining similar specification to be delivered.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of replace those not delivered over 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply Total Price of the Goods.
6.5 If the Buyer fails to take delivery of the Goods or fails to give CCD adequate delivery instructions at the time stated for delivery then, CCD may:
6.5.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
6.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage, insurance and selling expenses) charge the Buyer for any balance due to make payment up to the Total Price.
Appears in 1 contract
Samples: Commercial Sale Agreement
Delivery. 4.1 17.1 The Goods shall be delivered to the Barclays Premises described in the Purchase Order (or to such other destination as may be specified by Barclays) on the date or within the period stated on the Purchase Order and in either case during the normal business hours of Barclays.
17.2 The Supplier shall deliver the Supplies provide to Barclays in accordance with the good time any instructions and date(s) specified in the Authorizing Document (or, or other information required 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 enable Barclays to accept delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Company’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 circumstancesGoods.
4.2 17.3 The Supplier Goods 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 be properly packed and secured so in such a manner as to reach their destination in an undamaged a good 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 Unless otherwise agreed by the Company in writing, all Goods shall be delivered having regard to the Premises during business hours with transportation charges nature of the Goods and any the other applicable charges pre-paid by circumstances of the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take placecase. The Supplier shall offload off-load the Goods at its own risk, risk as directed by the CompanyBarclays.
4.4 The Company and17.4 Barclays shall have no obligation to pay for or return packing cases, if applicableskids, the Supplier shall inspect drums or other articles used for packing the Goods as soon as practicable following whether or not re-usable.
17.5 The time of delivery and agree an inventory of the quality Goods shall be of the essence of the Agreement.
17.6 All Goods should be accompanied by a detailed advice note stating the Purchase Order number and quantity delivered. The Company giving full particulars of the Goods supplied.
17.7 If the Goods are delivered to Barclays in excess of the quantities set out in the Purchase Order, Barclays shall not be liable bound to pay for the excess and any damage found on such inspection. If excess shall be and remain at the Company in its reasonable opinion considers any Supplier's risk and shall be returnable at the Supplier's expense.
17.8 Upon delivery of the Goods to be in an unsuitable condition or Barclays, Barclays shall (within 15 Business Days after the delivery of the wrong quantity relevant Goods) either on delivery reject 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning accept the Goods, as applicable.
4.6 The Company . Barclays shall not be deemed to have accepted the Goods until it has had a reasonable period 15 Business Days after delivery of time the relevant Goods to inspect them following delivery orthe relevant Goods, if later, within or in the case of a reasonable period of time after any latent defect in them the Goods, until a reasonable time after the latent defect has become apparent.
4.7 The 17.9 Without prejudice to any other right or remedy Barclays may have, if any Goods are not supplied in accordance with, or if the Supplier fails to comply with, any of the terms of this Agreement, Barclays shall be entitled to avail itself of any one or more of the following remedies at its discretion:
(a) to reject the Goods (in whole or in part) and return them to the Supplier at the risk and cost of the Supplier on the basis that a full refund for the Goods so returned shall be paid forthwith to Barclays by the Supplier;
(b) to give the Company prior Supplier the opportunity (at the Supplier's expense) either to remedy any defect in the Goods or to supply replacement Goods and carry out any other necessary work to ensure that the terms of the Agreement are fulfilled;
(c) to claim such damages as may have been as a result of or in connection with the Supplier's breach or breaches of the Agreement; or
(d) to terminate this Agreement in whole or in part immediately upon giving 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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the GoodsSupplier.
Appears in 1 contract
Samples: Purchase Order Agreement
Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified in the 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 Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Company’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 each delivery 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 orderthe Order, all relevant reference numbers of the Customer and the Supplier, the type and quantity of the Goods (including the code number of packages the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered
(b) if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the expense of the Supplier.
4.2 The Supplier will not be under any liability to replace or repair goods lost or damaged in transit unless written notice shall have been given both to the Carrier and contents andthe Supplier, in the case of part deliveryLoss within 14 DAYS of the Dispatch Date, or in the outstanding balance remaining to case of Damage within 3 DAYS of receipt of damaged goods. Goods so damaged must be deliveredretained for inspection by the carrier. No responsibility will be accepted for goods that have been inspected by the Customer and accepted as not having any faults or damage.
4.3 Unless otherwise agreed by The Supplier shall deliver the Company Goods to the location set out in writing, all the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
4.4 Delivery of the Goods shall be delivered to completed on the Premises during business hours with transportation charges arrival of the Goods at the Delivery Location.
4.5 Any dates quoted for delivery are approximate only and any other applicable charges pre-paid by the Supplier. The Company shall time of delivery is not be obliged to carry out any work to enable delivery of Supplies to take placethe essence. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection. If the Company delay in its reasonable opinion considers any delivery of the Goods to be in an unsuitable condition that is caused by a Force Majeure Event or the failure of the wrong quantity either on Customer to provide the Supplier with adequate delivery instructions or subsequently, any other instructions that are relevant to 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 supply of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies).
4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing Customer when the items are ready for dispatch (Dispatch Date). If the goods have not been received within 14 days of all requirements and restrictions imposed by governmental and other authorities or persons relating the Dispatch Date then the Customer must notify the Supplier of their absence. The Supplier shall not accept any liability for the consequences arising from the loss if the Customer fails to promptly notify the supplier of the missing Goods.
4.7 If the Supplier fails to deliver the Goods, its liability shall be limited to the possessioncosts and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, use less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or onward the failure of the Customer to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.8 If the Customer fails to take delivery of the Goods within 3 Business Days of the Dispatch Date, then, except where such failure or delay is caused by a Force Majeure Event or the failure of the Supplier to comply with its obligations under the Contract:
(a) delivery of the Goods shall be deemed to have been completed at 9:00 am on the third Business Day following the Dispatch Date; and
(b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.9 If 10 Business Days after the Dispatch Date the Customer has not taken delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
4.10 The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered, provided that any surplus Goods are returned within 28 days of receipt.
4.11 The Supplier may deliver the Goods 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 Customer to cancel any other instalment.
Appears in 1 contract
Samples: Conditions of Sale
Delivery. 4.1 3.1 The Supplier shall deliver Goods willbe deliveredby the Supplies in accordance with the instructions and date(s) date specified in the Authorizing Document (orAgreement, to the extent that or if no date or timescale is specified, then within 14 days a reasonable time after receipt of Buyer’s purchase order, subject to the date availability 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 Suppliesfinished Goods. The Supplier shall, and shall procure that delivery and/or shipping schedule is the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Company’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 possible based on conditions existing at the time of the duration Seller's Sales Confirmation or Seller’s quotationand receipt 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 all specifications, 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 numberapplicable, date of order, number of packages and contents and, in andin the case of part deliverynon-standard items, the outstanding balance remaining any suchdate is subject to be delivered.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the SupplierSeller's receipt of complete information necessary for designand manufacture. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 Seller shall not be liable for any delays, loss or damage found on such inspectionin transit or for any other direct, indirect, or consequential damages due to delays, including without limitation, loss of use.
3.2 Seller may, in its sole discretion, without liability or penalty, deliver partial shipments of Goods to Buyer as they become available, in advance of the quoted deliverydate. If the Company Goods are to be delivered in its reasonable opinion considers installments, then insofar as eachshipment is subject to the same Agreement, the Agreement will be treated as a single contract and not severable.
3.3 Seller shall make the Goods available to Buyer at Seller’s factory or designated shipment point (each, “Seller’s Shipment Point”) using Seller’s standard methods for packaging and shipping such Goods. Buyer shall take delivery of the 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 on the date fixed pursuant to be in an unsuitable condition Seller’s notice that the Goods have been delivered at the Seller’s Shipment Point, or of if Seller is unable to deliver the wrong quantity either Goods at the Seller’s Shipment Point 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 date because Buyer has not fully repairedprovided appropriate instructions, remedieddocuments, corrected licenses or replaced authorisations: (as appropriatea) such title and risk of loss to the Goods by shall pass to Buyer; (b) the expiry of such 24-hour period, the Company Goods shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies).
4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted been delivered; and (c) Seller, at its option, may store the Goods until it has had a reasonable period of time to inspect Buyer picks them following delivery orup, if laterwhereupon Buyer shall be liable for all related costs and expenses (including, within a reasonable period of time after any latent defect in them has become apparentwithout limitation, freight, restocking, storage and insurance).
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 1 contract
Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document PO (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement the PO or at such other time as the Company Hull 2017 may approve in writing or reasonably request). Time is of the essence for delivery of the Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the CompanyHull 2017) devote such of 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 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 CompanyHull 2017’s other rights or remedies, the Supplier shall promptly give the Company Hull 2017 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 : the Goods are marked and delivered in accordance with the CompanyHull 2017’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and
(b) any and each delivery of Goods is accompanied by a delivery note which shows the Authorizing Document PO 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 . Unless otherwise agreed by the Company Hull 2017 in writing, all Goods shall be delivered to the Premises during business hours Business Hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company Hull 2017 shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload off‑load Goods at its own risk, as directed by the Company.
4.4 The Company Hull 2017. Hull 2017 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 Hull 2017 shall not be liable for any damage found on such inspection. If the Company Hull 2017 in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company Hull 2017 shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the CompanyHull 2017’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company Hull 2017 shall be entitled to enforce the CompanyHull 2017’s remedies under Clause 8 (Remedies).
4.5 clause 11. Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company . Hull 2017 shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
4.7 . The Supplier shall give the Company Hull 2017 prior written notice of the delivery under this Agreement Contract of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company Hull 2017 on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company Hull 2017 in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods. The Supplier shall, and shall procure that the Supplier Personnel shall: (a) provide the Services, and create, produce and/or (as applicable) render the Works, with all due care, skill and diligence and in a proper, efficient, professional and timely manner; (b) provide the Services in accordance with good industry practice; (c) provide (or procure the provision of) such equipment as may be expressly or impliedly required under this Contract or otherwise mutually agreed; (d) consult with Hull 2017 fully at regular intervals in relation to, and obtain Hull 2017’s prior approval of, all material elements of the Services; and (e) comply with Hull 2017’s reasonable requirements with regard to the provision of the Services (while not being subject to Hull 2017’s direction as to the manner in which the Services are provided). The Supplier shall comply, and shall ensure that the Supplier Personnel shall comply, with all applicable laws and regulations, including (where applicable) monitoring under the Safeguarding Vulnerable Groups Act 2006 and all reasonable conditions of access, including, where Hull 2017 considers appropriate, security screening and other requirements imposed by the Premises’ owner(s). Where Hull 2017 is purchasing Goods: title to the Goods shall pass to Hull 2017 upon the earlier of delivery or the first payment by Hull 2017 in respect of the Goods and the Supplier shall take all reasonable steps to pass title in such Goods to Hull 2017, including, where requested, completing a vesting certificate; and risk in the Goods shall only pass to Hull 2017 upon delivery of the Goods in accordance with this Contract. Where Hull 2017 is hiring Goods: Title to the Goods indicated as being hired by Hull 2017 from the Supplier (Hire Goods) shall remain the property of the Supplier. Hull 2017 agrees to keep the Hire Goods free of any encumbrance and not to sell or otherwise deal with such Goods except in accordance with these Terms. The Supplier shall supply all associated plant, tackle, tools and documentation necessary for commissioning, use and decommissioning of the Hire Goods as set out in this Contract. The Supplier irrevocably permits Hull 2017, its contractors and other persons authorised by Hull 2017 to assist in organising and/or staging City of Culture to use the Hire Goods in accordance with the manufacturer’s instructions and recommendations during the hire period specified in this Contract (Hire Period) and subject to these Terms. The Supplier shall not be entitled to charge for: (i) damage or defect which is determined to pre-date Hull 2017’s use of the Hire Goods (whether or not identified during the course of the hand-over inspection); (ii) any modification of the Hire Goods which has been authorised by the Supplier; (iii) any damage resulting from improper design or manufacture; (iv) any damage resulting from any action, omission or breach by the Supplier or by any of the Supplier Personnel; and/or (v) any other damage which is not notified by the Supplier to Hull 2017 by the date of the final settlement invoice (together, Excluded Damage). Within 30 days after return of the Hire Goods to the Supplier, the Supplier shall deliver an invoice to Hull 2017 for the Supplier’s actual, reasonable and substantiated costs to repair, remedy or correct damage other than Excluded Damage, on the same rates (if any) as in this Contract. Such invoice shall be in full and final settlement for all Losses in connection with the Hire Goods. Hull 2017 shall have no liability or responsibility whatsoever for: (i) any loss or damage to, and any charges or other payments to the Supplier for, any property of the Supplier (including any Hire Goods) which occurs after the date due for collection by Supplier; or (ii) theft or loss of Hire Goods not caused by the negligence of Hull 2017. While in the Supplier’s or any Supplier Personnel’s possession or control, the Supplier shall accept risk in any Hull 2017 Property and such Hull 2017 Property shall be kept clearly identifiable as Hull 2017’s property, shall be fully insured by the Supplier, shall be safely stored apart from other property, shall be used solely for the purpose of performing this Contract and shall be returned to Hull 2017 immediately on Hull 2017’s written demand. The Supplier shall maintain complete and accurate books and records relating to this Contract until 31 March 2018. The Supplier shall, on Hull 2017’s reasonable request, provide Hull 2017 or its nominee (Hull 2017 Party) with: (a) such financial information relating to the Supplier as the Hull 2017 Party may request; (b) the right to review any and all of the Supplier's financial and production information; (c) access at all reasonable times to the Supplier's production, operational and other facilities for the purposes of conducting inspections; (d) the right, on reasonable notice to the Supplier and during the Supplier’s regular business hours, to inspect or audit the Supplier’s books and records to verify any matter relating to the Supplier’s performance under this Contract. Hull 2017 reserves the right to require the Supplier to enter into commitments entitling Hull 2017 to take possession of the Goods when Hull 2017 considers there is a risk of Supplier financial distress. The Supplier shall, without prejudice to its obligations under this Contract or otherwise at law, at its own cost effect and maintain for the term of this Contract (and thereafter in compliance with good industry practice and applicable laws) insurance in an adequate amount (as may reasonably be expected to be maintained by a competent supplier experienced in providing supplies equivalent to the Supplies) and with a reputable insurer to cover all risks of and incidental to this Contract, including (where applicable) risk in the Goods and in Hull 2017 Property while at the Supplier’s risk and including risk relating to the activities of the Supplier and of the Supplier Personnel. The Supplier shall, on request, supply to Hull 2017 a copy of each insurance policy effected under this Contract and shall ensure that each such policy is maintained in full force and effect.
Appears in 1 contract
Samples: Supplier Agreement
Delivery. 4.1 The Supplier 5.1 Delivery of each consignment of the Goods shall deliver be made to the Supplies place designated by the Customer when placing the order, provided that PURE Eyewear shall be entitled to withhold delivery of the Goods until the Customer has paid all sums due to PURE Eyewear hereunder.
5.2 Where the Goods are to be collected by the Customer, PURE Eyewear shall give the Customer notice that the Goods are ready for collection and the Customer will arrange for the Goods to be collected within 3 working days of such notice.
5.3 Unless otherwise agreed by PURE Eyewear in writing, the Price quoted for the Goods by PURE Eyewear shall be exclusive of the costs of delivering the same in accordance with the instructions and date(s) specified in Contact (for which the 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 requestCustomer shall be invoiced separately by PURE Eyewear). Time is Such delivery charges shall include the costs of the essence freight and insurance and PURE Eyewear’s handling charge.
5.4 Any dates quoted for delivery of the SuppliesGoods [or supply of the Services] are non-binding, indicative business estimates only and PURE Eyewear will not be liable to the Customer for any loss or damage (whether direct, indirect or consequential and howsoever arising) sustained by the Customer as a result of any delay in delivery or despatch of the Goods [or supply times.] Time for delivery [or supply] shall not be of the essence. The Supplier shall, and shall procure that Goods may be delivered [or the Supplier Personnel shall, (without further liability Services supplied] by PURE Eyewear in advance of the quoted delivery [or supply] date on giving reasonable notice to the Company) devote such of their timeCustomer.
5.5 Where the Goods [or Services] are to be delivered [or supplied] in instalments, attention each delivery [or supply] shall constitute a separate contract and ability failure by PURE Eyewear to the Supplies (including deliver [or supply] any overtime one or additional shifts required) as may be necessary to meet those timescales. If there is 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 more of the Company’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 instalments in accordance with the Company’s instructions and Contract or any applicable regulations claim by the Customer in respect of any one or requirements more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
5.6 If the quantity of Goods delivered does not correspond with the carrier and properly packed and secured so as quantity required to reach their destination be delivered in an undamaged condition in that consignment, the ordinary course; andCustomer shall not be entitled to reject that consignment but shall be entitled only:
(b) any 5.6.1 If the quantity delivered is less than the Contract quantity, to a further delivery of Goods is accompanied by to make up the deficiency or (at PURE Eyewear’s option) a delivery note which shows refund of the Authorizing Document numberappropriate part of the Price for the Goods; or
5.6.2 If the quantity delivered exceeds the Contract quantity, date of order, number of packages and contents andto return the excess or to retain the whole, in which case the case of part delivery, Price for the outstanding balance remaining to be delivered.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to adjusted at the Premises during business hours with transportation charges and any other applicable charges pre-paid by rate then prevailing; provided that the Supplier. The Company Customer shall not be obliged to carry out any work to enable delivery have no entitlement whatsoever in respect of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company that deficiency unless PURE Eyewear is notified in writing within three days of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goodsdelivery.
Appears in 1 contract
Samples: Sales Contracts
Delivery. 4.1 The Supplier 4.1. Unless otherwise agreed in writing by Eaton delivery shall deliver be made:
4.1.1. for road freight and parcel deliveries, CPT (Incoterms 2010) at the Supplies 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 accordance with the instructions and date(s) specified in the Authorizing Document (or, writing.
4.2. As notified 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 Buyer any dates quoted for delivery of the SuppliesSupplies are approximate only and may not be made of the essence by notice. The Supplier shallEaton shall not be liable for any delay in delivery of the Supplies howsoever caused. If no delivery dates are specified, and shall procure delivery will be within a reasonable time.
4.3. If Eaton is satisfied that the Supplier Personnel shallSupplies have been short delivered, (without further liability Eaton shall at its option:-
4.3.1. make up any short delivery by dispatching to the CompanyBuyer 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 allowing credit as above.
4.5. Where the Supplies are to be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with 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 reason (other than the Buyer's fault) devote such of their time, attention and ability Eaton is accordingly liable to the Supplies Buyer, Xxxxx'x liability shall be limited to the excess (including any overtime or additional shifts requiredif any) as may be necessary of the cost to meet the Buyer (in the cheapest available market) of similar goods to replace those timescalesnot delivered over the price of the Supplies.
4.7. If there is the Buyer fails to take delivery of the Supplies or fails to give Eaton adequate delivery instructions at the time stated for delivery (otherwise than by reason of any likelihood that cause beyond the Supplier Buyer's reasonable control or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, by reason of Xxxxx'x fault) then, without prejudice to any other right or remedy available to Eaton, Eaton may:-
4.7.1. require payment on any reasonable basis, including but not limited to the selling price, and any additional expenses, or costs resulting from such a delay;
4.7.2. store the Supplies until actual delivery at the sole cost and risk of the Company’s other rights Buyer and charge the Buyer for the reasonable costs (including handling and insurance) of storage; or
4.7.3. sell the Supplies at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under these Terms or remedies, charge the Supplier shall promptly give Buyer for any shortfall below 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 courseprice 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 (b30) any delivery of Goods is accompanied by a delivery note which shows days from 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 deliveredEaton´s invoice.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection4.8. If the Company in its reasonable opinion considers Eaton holds any of the Goods to be Supplies contemplated in an unsuitable condition or clause 4.7 on the Buyer’s behalf in excess of 3 (three) months from 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 repairedstated for delivery, remedied, corrected or replaced (as appropriate) such Goods by the expiry of such 24-hour period, the Company Eaton shall be entitled to enforce terminate the Company’s remedies under Clause 8 (Remedies)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.
4.5 4.9. Buyer shall provide any information and documents required for export, transport and import purposes.
4.10. Parties agree that Eaton shall be entitled to issue a collective invoice to Buyer if the conditions set out in paragraph (3), section 164 of Act CXXVII (VAT Act), the conditions set out in subparagraphs a) or b) of paragraph (1) of section 164 of the same Act are fulfilled for Eaton. In this case, the reasonable time limit for issuing the invoice (provided by section 163 of the VAT Act) shall be calculated from the time specified in paragraph (4) of section 164. Unless otherwise specifiedprovided by applicable law, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
4.7 The Supplier shall give the Company prior written notice provisions of the delivery under this Agreement of any Goods having a hazard VAT Act concerning invoices shall apply to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goodscollective invoice.
Appears in 1 contract
Delivery. 4.1 The Supplier A. Unless time of delivery is extended as hereinafter provided, the Vessel shall deliver be delivered for inspection and acceptance by the Supplies Owner, free and clear of all liens, claims and encumbrances, on or before April 30, 1998.
B. After required river trials, the Vessel shall be delivered by BUILDER, in accordance with the instructions Specifications and date(s) specified Contract Drawings, and accepted by OWNER safely afloat at BUILDER'S shipyard. BUILDER shall execute a "Certificate of Completion and Delivery" in a form reasonably acceptable to OWNER at the Authorizing Document (ortime of delivery.
C. In the event the contract work is not completed at the time BUILDER tenders the "Certificate of Completion and Delivery", OWNER, shall have the option, if it, in its sole discretion, deems the Vessel fit for service, 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 take Delivery of the essence for delivery of the SuppliesVessel and treat all "unfinished work" as a Guarantee Defect as set forth in Article VIII. The Supplier shallparties shall agree as to the amount to be withheld from the Delivery Payment (as set forth in Article III), and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Company’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 Unless otherwise agreed by the Company in writing, all Goods Vessel shall be delivered to OWNER upon OWNER paying the Premises during business hours with transportation charges undisputed amount to BUILDER and by withholding the amount for "unfinished work" until such time that BUILDER completes the "unfinished work" and OWNER accepts the "unfinished work" as complete. BUILDER shall invoice OWNER for completion of "unfinished work" and OWNER shall, within ten (10) days of receipt of invoice, pay BUILDER.
D. BUILDER shall furnish OWNER on delivery of the Vessel a Bill xx Sale, a Master Builder's Certificate conveying title to the Vessel, a "Certificate of Delivery and Acceptance" (as set forth in Article III-F) and any other applicable charges pre-paid documents required by regulatory agencies of the SupplierUnited States for the OWNER to document the Vessel. The Company BUILDER shall not be obliged assist OWNER, in obtaining all documentation necessary to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own riskoperate the Vessel, as directed by the Company.
4.4 The Company and, if applicablehowever, the Supplier shall inspect required U.S.C.G. or ABS approved drawings are the Goods as soon as practicable following delivery and agree an inventory responsibility of the quality and quantity delivered. The Company shall not be liable for any damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, 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 (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)OWNER.
4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 1 contract
Samples: Vessel Construction Agreement (Concorde Gaming Corp)
Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified in the 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 Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Company’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 The goods will be delivered in accordance with within a reasonable time after the Companyreceipt of Buyer’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 purchase order, number subject to availability of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplierfinished Goods. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 Seller shall not be liable for any delays, loss or damage found on in transit.
(b) Unless otherwise agreed in writing by the parties, Seller shall deliver the Goods to Seller’s designated shipping point (the “Delivery Point”) using Seller’s standard methods for packaging and shipping such inspectionGoods. If Buyer shall take delivery of the Company Goods immediately upon Seller’s written notice that the Goods have been delivered to a common carrier at such Delivery Point. Buyer shall be responsible for all loading costs and provide equipment and labour reasonably suited for receipt of the Goods at the Delivery Point.
(c) Seller may, in its reasonable opinion considers 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 fulfilment 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 be in an unsuitable condition Seller’s notice that the Goods have been delivered at the Delivery Point, or of if Seller is unable to deliver the wrong quantity either Goods at the Delivery Point 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 date because Buyer has not fully repairedprovided appropriate instructions, remedieddocuments, corrected licenses or replaced authorizations:
(as appropriatei) such risk of loss to the Goods by shall pass to Buyer; (ii) the expiry of such 24-hour period, the Company Goods shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies).
4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted been delivered; and (iii) Seller, at its option, may store the Goods until it has had a reasonable period of time to inspect Buyer picks them following delivery orup, if laterwhereupon Buyer shall be liable for all related costs and expenses including, within a reasonable period of time after any latent defect in them has become apparentwithout limitation, storage and insurance.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 1 contract
Samples: Terms and Conditions of Sale
Delivery. 4.1 The Supplier 5.1 Save where otherwise stipulated in the Contract, Delivery shall deliver be governed by the Supplies Incoterm agreed upon in accordance the Contract, except as otherwise agreed.
5.1.1 Delivery to the Buyer of Products sold on the following trading terms – Free Carrier (named point); Freight Carriage Paid to (named point of destination); or Freight Carriage and Insurance Paid to (named point of destination) – shall be deemed to have been made by LDCJS at the time that the Products are loaded onto the Buyer’s or its nominated carrier’s means of transport at LDCJS’s facility. LDCJS shall provide seals for the means of transport, as applicable, but all risks associated with the instructions and date(s) specified in sealing of the Authorizing Document (or, means of transport shall be for the Buyer.
5.1.2 Delivery of to the extent that no date Buyer of Products sold on FOB, CIF, or timescale is specified, then within 14 days after CFR terms shall be deemed to have been made by LDCJS to the date of this Agreement or at such other time Buyer and/or the Buyer’s nominated Receiving Party as the Company Products cross the ship’s rail at the port of loading.
5.2 Both Parties shall be entitled to make or require partial deliveries as well as collective shipments. Such partial deliveries shall be fully governed by these General Terms and Conditions. In the event that LDCJS makes partial deliveries, these may approve be invoiced separately.
5.3 Delivery from LDCJS’s plants/terminals shall be made only within the plant/terminal’s usual business hours, unless otherwise agreed in writing by the Parties. Delivery shall be made to the Buyer and/or Xxxxx’s nominated Receiving Party. Notice of Collection shall be made by the Buyer in writing to LDCJS (i) for delivery in bulk a minimum of seven (7) days in advance of Delivery, or reasonably request(ii) for delivery in drums a minimum of fourteen (14) days in advance of Delivery. Should the Buyer fail to comply with this obligation, LDCJS shall, at its option, be entitled to suspend its obligation to deliver, without any liability being incurred on its part, until Buyer gives compliant notice of Collection.
5.4 The Buyer shall be obliged to Collect the Products at the agreed time(s) and place(s). Time is If the Buyer does not Collect the Products, and/or fails to provide LDCJS with the Notice of the essence for delivery of the Supplies. The Supplier shallCollection referred to in sub- paragraph 5.3 above, and such additional information as shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 any likelihood that enable LDCJS to affect Delivery at the Supplier or any Supplier Personnel will fail agreed time and place(s), LDCJS shall be entitled to provide any Supplies within store the applicable timeline for performance, thenProducts at the Buyer’s risk and expense, without prejudice to any LDCJS’s right to claim compensation and/or damages.
5.5 The Buyer and/or its nominated carrier shall strictly adhere to the health, safety and loading procedures at LDCJS’s facilities.
5.6 LDCJS may, at their sole discretion, perform an inspection of the Companymeans of transport prior to Delivery. Such an inspection is a separate, non-contractual service performed for the Buyer without consideration flowing to LDCJS. No liability shall attach to LDCJS, whatsoever, for performance and/or non-performance of Xxxxx’s 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 circumstancesinspection request.
4.2 The Supplier shall ensure that:
(a) any Goods are marked and delivered in accordance 5.6.1 Save where the Buyer provides LDCJS with written confirmation that the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as Buyer intends 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 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods load at its own risk, as directed by the CompanyLDCJS may, at its sole discretion, decline to load or permit loading of any means of transport which LDCJS reasonably determines or judges to be at risk of being contaminated, not suitable for carrying Products, unsafe, or not in compliance with any governmental, and/or EU health, environmental or safety regulations.
4.4 The Company and, if applicable, 5.6.2 In the Supplier shall inspect event that LDCJS and the Goods as soon as practicable following delivery and agree an inventory Buyer disagree on the suitability of the quality and quantity delivered. The Company means of transport as aforesaid such disagreement shall not be liable for any damage found resolved on such inspection. If the Company in its reasonable opinion considers any basis of the Goods to be in findings of 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 (as appropriate) such Goods independent surveyor appointed by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies)LDCJS.
4.5 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
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 Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
Appears in 1 contract
Samples: General Terms and Conditions
Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified in the 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 Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Company’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 BituChem shall ensure that:
(a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements 4.1.1 each delivery 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 that shows the Authorizing Document date of the Order, the contract number, date the type and quantity of order, the Goods (including the code number of packages and contents the Goods, where applicable), special storage instructions (if any) and, in if the case of part deliveryGoods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
4.1.2 if BituChem requires the Customer to return any packaging materials to BituChem, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as BituChem shall reasonably request. Returns of packaging materials shall be at Bituchem's expense.
4.2 BituChem shall deliver the Goods to the location set out in the Sales Order or such other location as the parties may agree (Delivery Location) at any time after BituChem notifies the Customer that the Goods are ready.
4.3 Unless otherwise agreed Delivery is completed on the completion of unloading of the Goods by BituChem, its sub-contractor or the Company in writing, all Goods shall be delivered to Customer at the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the CompanyDelivery Location.
4.4 The Company andAny dates quoted for delivery are approximate only, if applicable, and the Supplier shall inspect the Goods as soon as practicable following time of delivery and agree an inventory is not of the quality and quantity deliveredessence. The Company BituChem shall not be liable for any damage found on such inspection. If the Company delay in its reasonable opinion considers any delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to be in an unsuitable condition provide BituChem with adequate delivery instructions 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent.
4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard other instructions that are relevant to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.
4.5 If BituChem fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods or a maximum of £200,000 whichever is the lessor.
4.6 If the Customer fails to take delivery of Building Product Goods within three Business Days of BituChem notifying the Customer that the Building Product Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or BituChem's failure to comply with its obligations under the Contract:
4.6.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which BituChem notified the Customer that the Goods were ready; and
4.6.2 BituChem shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.7 If three Business Days after the day on which BituChem notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, BituChem may resell or otherwise dispose of part or all of the Building Product Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Building Product Goods or charge the Customer for any shortfall below the price of the Building Product Goods.
4.8 If the Customer fails to take delivery of Asphalt Goods on the agreed Delivery Date then the Customer will be liable to a penalty and to cover any of BituChem’s unrecoverable costs.
4.9 If BituChem delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them[, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, a pro rata adjustment shall be made to the Order invoice.
4.10 BituChem may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
Appears in 1 contract
Samples: Supply Agreement
Delivery. 4.1 The Supplier shall deliver the Supplies in accordance with the instructions and date(s) specified in the Authorizing Document (or, All Finished Products and/or Samples to the extent that no date or timescale is specified, then within 14 days after the date of be delivered pursuant to 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 Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Company’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 this Section 14.7, and the CompanySpecifications and suitably packed for shipment, and marked for shipment to the final destination point indicated in Esprit’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 Purchase Order. Delivery will not be complete unless each shipment is accompanied by a Certificate of Analysis and Compliance (as defined in this Section 14.7) and any required export documentation. All Finished Product and Samples supplied to Esprit hereunder (other than * manufactured under *) shall have the longest remaining shelf life reasonably possible, but in any event not less than * based on * dating, after delivery note which shows to Esprit. The shipping packaging used in connection with deliveries of Finished Products and/or Samples shall be in accordance with cGMP with respect to protection of the Authorizing Document numberFinished Products and/or Samples during transportation, date taking into consideration the mode(s) of order, number of packages and contents and, in the case of part deliverytransport Esprit has elected to use for each such shipment, the outstanding balance remaining final destination point of each such shipment and reasonable expectations as to shipment time duration and possible delays associated therewith. Indevus will deliver or cause to be delivered.
4.3 Unless otherwise agreed by the Company in writing, delivered all Goods shall be delivered Finished Products and/or Samples to the Premises during business hours with transportation charges and any other applicable charges pre-paid carrier nominated by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods Esprit at its own risk, as directed a point selected by the Company.
4.4 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 damage found on such inspectionIndevus. If Esprit nominates a Third Party other than a carrier to receive the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequentlyFinished Products and/or Samples, the Company Indevus 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 (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 Unless otherwise specified, the Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted fulfilled its obligation to deliver the Goods until it has had Finished Products and/or Samples when the Finished Products and/or Samples are delivered to that Third Party. Title and risk of loss shall transfer to Esprit upon delivery, F.O.B. to the carrier or Third Party designated by Esprit. For purposes of this Section 14.7, “Certificate of Analysis and Compliance” means 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 document as determined by mutual agreement of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or propertyParties, identifying those hazards and giving full details of any precautions to be taken signed by the Company on designated quality manager of Indevus or Indevus’ Third Party Manufacturer, as applicable, and provided by such Person to Esprit, that sets forth the delivery analytical test results against the Specifications for a specified Batch or lot of such Goods Finished Products and/or Samples and their subsequent storage that certifies that each Batch or handling. The Supplier shall notify lot of Finished Products and/or Samples was produced and tested in compliance with the Company in writing of Specifications, cGMPs, the master Batch record and all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goodsapplicable FDA Approvals.
Appears in 1 contract
Delivery. 4.1 The Supplier Delivery shall deliver take place when the Supplies in accordance with the instructions and date(s) specified in the 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 Supplies. The Supplier shall, and shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of 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 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 Company’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:Goods are:-
(a) any Goods are marked and delivered in accordance with collected by the CompanyBuyer from the Seller’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; andpremises or
(b) any delivery of Goods is accompanied posted by the Seller or
(c) collected by a delivery note which shows carrier from 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.Seller’s premises or
4.3 Unless otherwise agreed (d) delivered by the Company in writing, all Goods shall be Seller to a carrier
(e) delivered to the Premises during business hours with transportation charges Buyer’s premises as the case may be
4.2 Where the Seller agrees the Goods are to be delivered by post or delivery to a carrier the Seller shall be under no obligation under section 32(2) Sale of Goods Act 1979
4.3 Delivery dates mentioned in any negotiations quotation order or other document are approximate only and not of any other applicable charges pre-paid by the Suppliercontractual effect. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 Seller shall not be liable for any expense loss or damage found on such inspectionwhatsoever arising directly or indirectly out of or in any other way connected with any delay in delivery. Late performance does not entitle the Buyer to reject the Goods terminate the Contract or withhold payment of any part of the Contract Price.
4.4 Any claim for non-delivery must be in writing and received by the Seller within 10 days of the invoice date and must quote the relevant invoice number
4.5 The Seller reserves the right to make delivery by instalments and to tender a separate invoice in respect of each instalment
4.6 If the Company Buyer refuses or fails to take delivery of Goods tendered in its reasonable opinion considers any of accordance with the Goods to be in an unsuitable condition or of Contract:
4.6.1 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 (as appropriate) such Goods by the expiry of such 24-hour period, the Company Seller shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies).
4.5 Unless otherwise specified, the Supplier shall be responsible immediate payment in full for installing, commissioning and decommissioning the Goods, as applicable.
4.6 The Company shall not be deemed to have accepted the Goods until it has had so tendered and to store the same at the risk of the Buyer
4.6.2 the Buyer shall in addition to the purchase price pay all costs of such storage and any additional costs including insurance incurred as a reasonable period result of time such refusal or failure
4.6.3 The Seller shall without prejudice to inspect them following delivery or, if later, within a reasonable period its other remedies be entitled after the expiration of time after any latent defect one month from the date of such refusal or failure to dispose of the Goods in them has become apparent.such manner as the Seller may determine
4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard Buyer’s attention is drawn to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating to the possession, use or onward supply of the Goods.clause 8
Appears in 1 contract
Samples: Terms and Conditions of Trading
Delivery. 4.1 The Supplier Seller shall deliver or have delivered by Product Maker or by Product Formulator the Supplies Product to the recipient as indicated by Buyer. The Product shall be packaged in accordance keeping with the instructions nature of the Product in order to maintain its qualities. Risk for the Product and date(stransfer of title shall pass to Buyer at the time of delivery. Seller shall provide to Buyer the following documents: (i) the Certificate(s) of Analysis related to the Product (ii) the different “Batch Production Record(s)” related to the product and (iii) all documents that may be required regarding the GMP or FDA requirements related to the Product for each delivery at the time of such delivery. Delivery of the Product will be made EXW, manufacturing premises, INCOTERMS 2000 [the Seller delivers when he places the goods at the disposal of the Buyer at the Seller’s premises or another named place - not cleared for export and not loaded on any collecting vehicle. Seller is not responsible for loading the Product or for clearing the Product for export. Buyer bears all costs and risks involved in taking the Product from the Seller’s premises to the desired destination and the related consequences shall apply even when Seller accepts to arrange transportation on behalf of Buyer]. The place of delivery will be specified in the Authorizing Document applicable Purchase Order. All orders of Products shall be delivered by Seller within the time period referred to in the applicable Purchase Order (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“Delivery Time”). Notwithstanding the provisions of Article 5.4 above, Seller shall use reasonable commercial efforts to ensure that all orders are delivered within the Delivery Time agreed in the Purchase Order, especially in those circumstances when Buyer notifies the Seller that the delivery is of an urgent nature. The Parties agree and understand that time is of the essence for in the delivery of the Supplies. The Supplier shall, Products and shall procure that the Supplier Personnel shall, (without further liability any delays will cause harm to the Company) devote such of their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescalesBuyer. If there an order is any likelihood that delivered after 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 Company’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 Delivery Time as to reach their destination in an undamaged condition agreed in the ordinary course; and
(b) any delivery Purchase Order, other than for reasons of Goods is accompanied by a delivery note which shows the Authorizing Document numberforce majeure as defined hereinafter in Article 11.1, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered.
4.3 Unless otherwise agreed by the Company in writing, all Goods shall be delivered to the Premises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. The Company shall not be obliged to carry out any work to enable delivery of Supplies to take place. The Supplier shall offload Goods at its own risk, as directed by the Company.
4.4 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 damage found on such inspection. If the Company in its reasonable opinion considers any of the Goods to be in an unsuitable condition or of the wrong quantity either on delivery or subsequently, 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 (as appropriate) such Goods by the expiry of such 24-hour period, the Company Buyer shall be entitled to enforce the Company’s remedies under Clause 8 receive from Seller liquidated damages (Remedieshereinafter: “Liquidated Damages”).
4.5 Unless otherwise specified, the Supplier which shall be responsible for installing, commissioning and decommissioning the Goods, calculated as applicable.
4.6 follows: <Omitted> The Company Liquidated Damages shall not be deemed conditional on Buyer proving any loss or damage. The Liquidated Damages due to have accepted Buyer from Seller may be deducted from 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 price to be taken by paid for the Company on the delivery of such Goods and their subsequent storage or handling. The Supplier shall notify the Company in writing of all requirements and restrictions imposed by governmental and other authorities or persons relating delayed order pursuant to the possession, use or onward supply of the GoodsArticle 6 herein.
Appears in 1 contract
Samples: Supply Agreement (BioCancell Ltd.)
