Common use of Delivery Clause in Contracts

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms (per stated in Incoterms® 20202010) are as stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production approximate and any time period indicated for a shipment will not begin until receipt by Seller at Seller’s plant of complete manufacturing, shipping, shipping and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location premises other than Seller’s location’s, (C) delivery to Buyer’s representative or designee, designee or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods of stoppage in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Sellerperformance, even if irrespective of any freight is included allowance or prepaidprepayment of freight. If Seller holds Goods at per Buyer’s instruction instructions or because Xxxxx Buyer has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be Goods and Buyer agrees to make payment at Seller’s standard ratesthe maturity of the invoice rendered. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails , storage and other expenses incident to provide shipping instructions, Seller may, such delay at its option, ship the Goods to prevailing rates. Partial deliveries will be accepted by Buyer and paid for at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If When Buyer declares has declared or indicates manifested an intention not to not accept delivery, no tender will be necessary, but Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, deliver and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because hereunder by reason of loss or damage to Goods in transit. If Xxxxx makes a On Buyer’s written request, Seller, in its sole discretion, may agree as a service to Buyer to process XxxxxBuyer’s claim against the freight vendor carrier for any loss or damage in transit, so long as provided that Seller receives the such claim within five (5) calendar days of delivery of the Goods. All claims will must be waived unless accompanied by a delivery receipt, signed by freight vendorcarrier’s agent at time of delivery, on which receipt the loss or damage has been noted, or such claims will be waived.

Delivery. Delivery terms Except as may otherwise be specified in writing by Buyer, delivery of all items provided in this Purchase Order shall be made F.O.B shipping point (per Incoterms® 2020i.e., Seller's designated shipping facility). Seller acknowledges that Buyer's production and marketing schedules are based in part upon the delivery/completion date(s) are stated on each specified in this Purchase Order. All Orders must include Buyer’s TIME AND PLACE OF DELIVERY ARE, THEREFORE, OF THE ESSENCE with respect to Xxxxxx's performance under this Purchase Order. Any provision in this Purchase Order or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise subsequent agreement by Buyer for installment deliveries of the items specified in writingthis Purchase Order shall not be construed as a waiver of this requirement or as severing Seller's obligations for full, on-time, delivery of all items specified in this Purchase Order. All shipping dates are approximate; production will If Seller determines that it either can not begin until receipt by Seller of or may not complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the specified time and place, Seller shall promptly notify Buyer and indicate the earliest of (A) possible date that it is confident that it can complete delivery. Notwithstanding such notice, Seller's failure to effect conforming delivery shall entitle Buyer, without any liability to Seller hereunder, to revoke any prior acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) a partial delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title , to Goods will pass return at Seller's risk and expense all or any part of items delivered in partial satisfaction of this Purchase Order, to Buyer on tender cancel this Purchase Order, to receive a refund of delivery, subject any amounts paid to Seller’s right Seller pursuant to stop Goods in transit and to this Purchase Order for any interest of Seller reserved to secure Buyer’s payment or performance items returned to Seller, even if freight is included and to purchase substitute items or prepaid. If services elsewhere and charge Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for with any loss or damage additional costs incurred in transit, so long as connection with such purchases. If in order to comply with Xxxxx's required delivery date it becomes necessary for Seller receives to ship the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied items by a delivery receiptmore expensive mode of transportation than specified in this Purchase Order, signed any increased transportation cost resulting therefrom shall be paid for by freight vendor’s agent at time of delivery, on which receipt Seller unless the loss necessity for such rerouting or damage expedited handling has been notedcaused by Buyer.

Delivery. Delivery terms Except as may otherwise be specified in writing by Buyer, delivery of all items provided in this Purchase Order shall be made F.O.B shipping point (per Incoterms® 2020i.e., Seller's designated shipping facility). Seller acknowledges that Buyer's production and marketing schedules are based in part upon the delivery/completion date(s) are stated on each specified in this Purchase Order. All Orders must include Buyer’s TIME AND PLACE OF DELIVERY ARE, THEREFORE, OF THE ESSENCE with respect to Seller's performance under this Purchase Order. Any provision in this Purchase Order or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise subsequent agreement by Buyer for installment deliveries of the items specified in writingthis Purchase Order shall not be construed as a waiver of this requirement or as severing Seller's obligations for full, on-time, delivery of all items specified in this Purchase Order. All shipping dates are approximate; production will If Seller determines that it either can not begin until receipt by Seller of or may not complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the specified time and place, Seller shall promptly notify Buyer and indicate the earliest of (A) possible date that it is confident that it can complete delivery. Notwithstanding such notice, Seller's failure to effect conforming delivery shall entitle Buyer, without any liability to Seller hereunder, to revoke any prior acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) a partial delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title , to Goods will pass return at Seller's risk and expense all or any part of items delivered in partial satisfaction of this Purchase Order, to Buyer on tender cancel this Purchase Order, to receive a refund of delivery, subject any amounts paid to Seller’s right Seller pursuant to stop Goods in transit and to this Purchase Order for any interest of Seller reserved to secure Buyer’s payment or performance items returned to Seller, even if freight is included and to purchase substitute items or prepaid. If services elsewhere and charge Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for with any loss or damage additional costs incurred in transit, so long as connection with such purchases. If in order to comply with Xxxxx's required delivery date it becomes necessary for Seller receives to ship the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied items by a delivery receiptmore expensive mode of transportation than specified in this Purchase Order, signed any increased transportation cost resulting therefrom shall be paid for by freight vendor’s agent at time of delivery, on which receipt Seller unless the loss necessity for such rerouting or damage expedited handling has been notedcaused by Buyer.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s forwarder address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx Buyer agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx Buyer has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx Buyer agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx Buyer makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process XxxxxBuyer’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address TIME AND QUANTITIES ARE OF THE ESSENCE UNDER THE ORDER Seller agrees to 100% on-time delivery of the quantities and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment times specified by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified stated in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipmentrelated releases. Buyer may change the rate of scheduled shipments or direct temporary suspension of scheduling shipment, neither of which entitle Seller to modify the price of the goods or services. Buyer shall not make be obligated to accept early deliveries, late deliveries, partial deliveries or excess deliveries. If it accepts an early delivery, it reserves the right to back-charge Seller for any deduction from any payment due because incidental storage charges caused by the early delivery. All shipments shall be made with Buyer designated or approved carriers. Risk of loss or damage to Goods goods in transit shall be upon Seller and Seller shall insure the goods in transit. If Xxxxx makes delivery is not timely, Buyer may direct Seller to make expedited routing at Seller’s expense. Seller will enclose packing slips with all shipments showing Order numbers, descriptions, parts numbers and quantities. Buyer shall not be required to make payment for delivered goods in excess of specified quantities. Shipments in excess of that authorized by Buyer may be returned to Seller at Seller’s expense. The goods shall be properly packed, marked (including correlatively numbered if part of a written requestsingle delivery), Sellerloaded and shipped as required by this contract and by the transporting carrier. If delivery dates are not specified in this order, Seller shall procure materials and fabricate, assemble, and ship goods only as authorized in its sole discretion, shipment releases (“Releases”) issued by Buyer. Invoices in DUPLICATE showing Order and release number shall be rendered promptly after shipment has been made. Invoices received by Buyer five days or more after shipment may agree be re-dated as a service of date received and payment made according to Buyer terms of purchase. Seller will support EDI protocol and adhere to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days AIAG Bar Code Standards. Certificate of delivery of the Goods. All claims origin will be waived unless accompanied reflected in the delivery documents. Seller shall adhere to Buyer’s shipment and other requirements as set forth in the aforementioned Buyer’s Supplier Manual, as they may change from time to time, previously incorporated by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedreference.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s Tenant acknowledges that, except as otherwise provided herein, Landlord and its agents and employees have made no representations or forwarder’s address and are assumed warranties of any kind with respect to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shippingthe Premises and/or the physical condition thereof, and credit informationnone shall be implied at law. Tender of delivery is Notwithstanding the foregoing, in no event shall Tenant be deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designeehave assumed, or be responsible or liable for, any condition existing on the Commencement Date which is or constitutes a violation of, or noncompliance with, any law, rule or regulation applicable to the Property. Landlord agrees, using the Construction Contribution and otherwise at Tenant’s sole cost and expense, to complete the improvements or other work required for Tenant’s use and occupancy of the Premises (Dthe “Work”) mailing of an invoice to Buyerin accordance with the following provisions. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of deliveryAccordingly, Landlord has agreed that Landlord shall supervise and manage the Work, subject to Sellerthe terms of this Article V. Tenant shall reasonably cooperate with Landlord in the preparation of the drawings, plans and specifications with respect to the Work at the Premises for Landlord’s right approval (the “Specifications”). Landlord shall cause the architect preparing the Specifications (the “Architect”) to stop Goods prepare and deliver the Specifications to Tenant not later than thirty (30) days after the date of this Lease, subject to Tenant Delays. Landlord and Tenant shall thereafter cooperate in transit good faith to finalize the Specifications, which shall be subject to the parties’ mutual approval, not to be unreasonably withheld or delayed. The Specifications as finally approved by Landlord are herein called the “Approved Specifications.” It is understood and agreed by Tenant that changes in Tenant’s Work, which may be necessary during construction of the Premises, shall not affect, invalidate or change this Lease or any of its terms and provisions, and that such changes shall be at Tenant’s sole cost and expense. Landlord shall deliver to any interest Tenant the following items in connection with the Work upon its receipt thereof: (i) a permanent and unconditional certificate of Seller reserved occupancy for the Premises, and (ii) copies of final lien waivers, from the general contractor and all subcontractors and material suppliers providing work or materials for the Work. In addition, within sixty (60) days after the Commencement Date or as soon as practicable thereafter, Landlord shall deliver to secure Buyer’s payment or performance to Seller, even if freight is included or prepaidTenant “as built” plans and specifications for the Premises. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer Landlord fails to provide shipping instructionssubstantially complete the Work within sixty (60) days after the Target Commencement Date (except as a result of force majeure or any Tenant Delay), Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give then upon thirty (30) days prior written notice to Buyer Landlord, Tenant may elect to complete the Work (unless Landlord substantially completes the Work within such thirty (30) day notice period). In the event that Seller is ready Tenant undertakes and willing completes the Work, Tenant shall be entitled to deliverreimbursement from Landlord for Tenant’s reasonable out-of-pocket costs (up to the amount of Landlord’s Construction Contribution (defined below), taking into account all amounts previously expended by Landlord) within thirty (30) days after Tenant’s written demand, together with copies of paid invoices or other reasonably acceptable evidence of such costs. If Landlord shall fail to pay any sum to Tenant as required herein, Tenant shall have the right to offset such sum against Fixed Rent, provided that (i) such offset shall not exceed twenty-five percent (25%) of Tenant’s monthly installments of Fixed Rent until paid, and (ii) if Landlord shall in good faith dispute the exercise of such notice will constitute a valid tender rights by Tenant and/or the amount of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written requestwhich Tenant claims reimbursement herein, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will no such offset shall be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedpermitted until such dispute is resolved.

Delivery. Delivery terms (per Incoterms® 2020) All prices are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release based upon ready-to-ship status shipment using F.O.B. Origin, unless otherwise specified by Seller in writing. All shipping dates are approximate; production Any time period indicated for a shipment will not begin commence until receipt by Seller at Seller’s facility of complete manufacturing, shipping, shipping and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance Acceptance of shipment by designated shipper, (B) allocation of the Goods to Buyer at location premises other than Seller’s location’s, (C) delivery to Buyer’s representative or designee, designee or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt , whichever first occurs, will constitute tender of packing list provided by Seller. Title to Goods delivery and title will pass to Buyer on tender of deliveryBuyer, subject to Seller’s right to stop Goods of stoppage in transit and to any interest of Seller reserved to secure Buyer’s payment or performance performance, irrespective of any freight allowance or prepayment of freight. In the case of Goods held subject to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx instructions, Goods for which Buyer has failed to supply shipping instructions or because in any case where Seller, in its sole discretion, determines that any part of the Goods should be held for Buyer’s account, Seller may invoice the Goods and Buyer for agrees to make payment at the Goods, as well as for storage. Storage fees will be at Seller’s standard ratesmaturity of the invoice rendered. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails , storage and other expenses incident to provide shipping instructions, Seller may, such delay at its option, ship the Goods to prevailing rates. When Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares has declared or indicates manifested an intention not to not accept delivery, no tender will be necessary, but Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, deliver and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments or defects as to a shipment within three ten (310) calendar days of receipt of the initial such shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Prior to Delivery terms (per Incoterms® 2020) are stated on each Orderof Yacht, Charterer agrees to provide signed and dated Charter Contract, Sailing Resume, Client Responsibility Agreement, payment in full of all charter fees and Passport Details of Charterer and crew. All Orders must include Buyer’s or forwarder’s address The Yacht shall be delivered by the Company at Nanny Cay, Tortola, BVI in full commission and are assumed to authorize immediate release upon ready-to-ship status unless otherwise in proper working order, tanks full of fuel and water respectively, in good clean condition throughout and ready for service no later than 4 hours of the specified time shown in writingparagraph 1. All shipping dates are approximate; production The Charterer will not begin until receipt by Seller of complete manufacturing, shippinginspect the Yacht, and upon acceptance (by officially beginning his charter) certifies that he has found the vessel in charterable condition and in every respect seaworthy and that delivery of the said Yacht to the Charterer constitutes full performance and compliance with all obligations of the Company to the Charterer. In the event that the Company shall fail to make delivery of the Yacht on the day of the Charter start due to an unforeseen last-minute problem with the Yacht but shall within 48 hours thereafter make delivery of the Yacht then the Charterer shall be allowed demurrage pro rata for the number of hours of lost sailing time. Demurrage shall be offered in the form of credits against future charters or cash refunds. In the event that the Company fails to make delivery of the Yacht prior to the charter start date or over 48 hours as set forth herein, then this agreement may be cancelled by the Charterer and all charter fees and security deposits shall be refunded to the Charterer, except in the event of any instances in Paragraph 10 that makes the Yacht inactive, or other external causes that may prevent the Charter from starting. We strongly recommend that Trip Cancellation Insurance is taken to cover any unpredictable losses or events that may occur prior to Charter start, as no refund will be due from the Company. If the vessel is at any time out of commission for more than 4 hours of “sailing time” during the charter, the Company agrees to credit informationdemurrage in the form of credits against future charters or cash refunds for lost “sailing time”, provided the Charterer notifies the Company in a timely fashion of the problem encountered with the Yacht and gives the Company the opportunity to make the necessary repairs. Tender of delivery Sailing time is deemed to occur be between the hours of 8.00am to 5.00pm. The Horizon guarantee covers battery/battery charging, rigging, engine, sails, depth sounder and transmission problems. The guarantee excludes items that do not prevent yacht usage, such as marine toilets, dinghy and outboard, windlass, entertainment systems, air-conditioning, electronics (other than depth sounder), water makers, ice makers, and log instruments, refrigeration, cellular phones, WiFi, water pump, or VHF radio. The Company shall not be liable for any lost sailing time, chase boat expenses or labour charges if the problems are caused by operator error or carelessness on behalf of the Charterer or his crew. Nor shall the company be held responsible for supplying a replacement vessel in the event that the vessel is disabled due to damage caused by carelessness or negligence on behalf of the Charterer or his crew. Blocked heads due to any other blockage other than mechanical failure of parts is at the earliest Charterer’s expense (from $180.00 charge), plus chase boat services if applicable. In the event of (A) acceptance refrigeration breakdown, the Company must be notified immediately and will cover the costs of shipment by designated shipperblock and chip ice, (Bfor which receipts are presented) allocation of Goods to Buyer at location other than Seller’s locationstop food spoilage, (C) delivery to Buyer’s representative or designeeuntil the refrigeration can be repaired, or (D) mailing until the end of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods the charter, if a timely repair cannot be carried out but will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should not be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor responsible for any loss of food. The Company deems the value of inoperable generator and/or AC as $500 per charter and will refund the pro-rated value in the event of failure to this amount. The Company shall not be liable for any compensatory, consequential, punitive or damage in transit, so long other damages or expenses (including travel and hotel) of ANY kind occasioned by the Charterer as Seller receives the claim within five (5) calendar days of delivery a result of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendorCompany’s agent at time of delivery, on which receipt inability to deliver the loss or damage has been notedYacht for any reason.

Delivery. Delivery terms of all Contract items shall be made in accordance with Appendix B, § 45, Product Delivery and § 47, Shipping/Receipt of Product, except as provided herein. Contractor must offer (per Incoterms® 2020a) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturingdock delivery, shipping(b) inside delivery, and credit information(c) inside delivery to desk/bench top at no additional charge. Tender of Inside delivery and inside delivery to desk/bench will be made only when the delivery is deemed to occur at the earliest of (Aa) acceptance of shipment by designated shipperfeasible, (Bb) allocation of Goods to Buyer at the delivery location other than Selleris mutually agreed upon by the Authorized User’s location, Agency and Contractor and (Cc) inside delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyercan be pre-arranged. Xxxxx agrees to provide Seller Delivery shall be made in accordance with defined shipping instructions within seven (7) business days following receipt of packing list provided by Selleron the Purchase Order from each Authorized User. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should Orders shall be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments delivered within three (3) calendar days Business Days from the time of receipt of order, except in the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transitinstances where the items being ordered require special handling. If Xxxxx makes an Authorized User requires an inside delivery (storeroom or desk), it must clearly indicate on the Purchase Order what inside delivery is required and the specific location where inside delivery is required to be made. (Authorized Users should use terminology such as "INSIDE DELIVERY TO ROOM [number] LOCATED ON [number] FLOOR," etc., when inside delivery is required.) Dry ice charges will only be allowable and charged to Authorized Users the manufacturer determines the item(s) need to ship on ice for quality control. Hazardous materials fees will only be allowable and charged to the Authorized Users when the shipper assesses a written requesthazardous materials charge based on the item’s composition. Overnight service charges will only be allowable and charged to the Authorized User if the Authorized User requests overnight delivery when the item could be delivered within (3) Business Days from the time of receipt of order. In any event, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against delivery shall be the freight vendor for any loss or damage in transit, so long as Seller receives most economical method and the claim within five (5) calendar days of delivery Authorized User must be informed of the Goodsadditional cost prior to delivery and agree in writing to the additional charge. All claims will Expedited, overnight delivery air service when standard delivery service is available and the item(s) could be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at delivered within (3) Business Days from the time of delivery, on which receipt of order will only be allowable and charged to the loss or damage has been noted.Authorized Users when such delivery is requested by the Authorized User. The Authorized User must be informed of the additional cost prior to delivery and agree in writing to the additional charge

Delivery. Delivery terms (per stated in Incoterms® 20202010) are as stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production approximate and any time period indicated for a shipment will not begin until receipt by Seller at Seller’s plant of complete manufacturing, shipping, shipping and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location premises other than Seller’s location’s, (C) delivery to Buyer’s representative or designee, designee or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods of stoppage in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Sellerperformance, even if irrespective of any freight is included allowance or prepaidprepayment of freight. If Seller holds Goods at per Buyer’s instruction instructions or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be Goods and Buyer agrees to make payment at Seller’s standard ratesthe maturity of the invoice rendered. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails , storage and other expenses incident to provide shipping instructions, Seller may, such delay at its option, ship the Goods to prevailing rates. Partial deliveries will be accepted by Buyer and paid for at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares When Xxxxx has declared or indicates manifested an intention not to not accept delivery, no tender will be necessary, but Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, deliver and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because hereunder by reason of loss or damage to Goods in transit. If Xxxxx makes a On Buyer’s written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor carrier for any loss or damage in transit, so long as provided that Seller receives the such claim within five (5) calendar days of delivery of the Goods. All claims will must be waived unless accompanied by a delivery receipt, signed by freight vendorxxxxxxx’s agent at time of delivery, on which receipt the loss or damage has been noted, or such claims will be waived.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard ratesrates per pallet, per day stored. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s forwarder address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms (per Incoterms® 2020must be in strict compliance with the schedule contained in an Order and the Products shall be delivered directly to Cirrus’ designated delivery location in accordance with Cirrus’ Order(s) schedule(s). Parts fabricated in excess or in advance of Cirrus’ requirements contained in an Order are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s locationrisk. Cirrus reserves the right to return to Seller, (C) delivery to Buyerat Seller’s representative or designeeexpense, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within all Products received more than seven (7) business calendar days following receipt ahead of packing list provided by Sellerthe required delivery date. Title Cirrus reserves the right, without loss of discount privileges, to Goods will pass to Buyer pay invoices covering items shipped in advance of the schedule on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaidthe normal maturity after the delivery date specified on the Order. If Seller holds Goods at Buyer’s instruction fails to meet its scheduled delivery dates and Cirrus elects to call for expedited shipments, Seller will pay the difference between the method of shipping specified and the actual expedited rate incurred. Seller shall be responsible for any additional charges resulting from any deviation from Cirrus' shipping procedures and requirements. Should Cirrus accept Products which are not delivered on or before the required delivery date, which option Cirrus reserves, the Seller shall be liable for all reasonable additional costs incurred by Cirrus because Xxxxx has failed of such delay(s) which are not excusable under paragraph 15, Force Majeure, including, but not limited to, additional or premium transportation charges, special handling expenses, and costs to supply shipping instructions Cirrus to install the Product(s) out of normal manufacturing sequence in addition to other remedies available by law to Cirrus. Title and risk of loss in the Products shall remain in Seller until delivery of the Products to Cirrus. If Seller encounters or because Selleranticipates difficulty in meeting the delivery schedule, Seller shall immediately notify Cirrus in writing, giving pertinent details; provided, however, that the receipt of such notice shall be for information purposes only and shall not be construed as a waiver by Cirrus of any delivery schedule or date or of any rights or remedies provided by law or this Agreement. If Seller fails to make delivery promptly and regularly, as required by an Order, Cirrus may, in its sole discretionaddition to other remedies available at law, determines that terminate this Agreement and all Orders issued hereunder, or the whole or any part of Goods should be held an Order in accordance with the paragraphs of this Agreement entitled “Termination for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedDefault.”

Delivery. Delivery The terms of sale under this Agreement will be governed by Incoterms 2020. Buyer’s PO will indicate the shipping terms (per Incoterms® 2020) are stated i.e., EXW, FOB, DAP). Seller acknowledges that time is of the essence with respect to Seller's obligations under this Agreement and the timely delivery of the Products in the correct quantity on each Orderthe Delivery Date. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of If any delivery is deemed threatened to occur at the earliest of (A) acceptance of shipment by designated shipperbe delayed, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery Seller will promptly provide notice to Buyer’s representative purchasing department of such delay or designeethreatened delay. If Seller fails to deliver the Products in full on the Delivery Date, Buyer may terminate this Agreement by providing written notice to Seller, and Seller will indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller's failure to deliver the Products on the Delivery Date. In the event of termination pursuant to this paragraph, Buyer will have the right, in addition to any other rights and remedies conferred by law or (D) mailing under this Agreement, to procure goods and/or services similar to those terminated, and Seller will be liable to Buyer for any excess costs for such similar goods and/or services. Seller will deliver all Products to the Delivery Location during Buyer's normal business hours or as otherwise instructed by Xxxxx. Seller will pack all goods for shipment according to Xxxxx's instructions or, if there are no instructions, in a manner sufficient to ensure that the Products are delivered in undamaged condition. Seller must provide Buyer prior written notice if it requires Buyer to return any packaging material. Any return of an invoice such packaging material will be made at Seller's risk of loss and expense. For all shipments of Products, the PO number must appear on all shipping documents, shipping labels, bills of lading, air waybills, invoices, correspondence and any other documents pertaining to Buyerthe PO. Xxxxx agrees to provide Palletized Products will be identified by marking on each side of the pallet. Except as otherwise provided in this Agreement, Seller with defined shipping instructions within seven (7) business days following receipt retains all title and risk of packing list provided by Seller. Title to Goods loss of all Products, work in process and other property of either party used in the performance of the PO, and the same will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of only upon delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent Products at time of delivery, on which receipt the loss or damage has been notedDelivery Location.

Delivery. Delivery terms Requested delivery dates will be stated in each Order and when accepted by Seller are firm. Items will be inspected and appropriately packaged in accordance with Specifications and good industry practice to ensure arrival free from damage or deteriorationand permit storage under normal conditions without detrimental effects and to comply with Buyer’s packaging specifications and all applicable laws and regulations including the Department of Transportation Hazardous Materials Regulations. Each Package must be legibly marked on the outside with Buyer’s part number and quantity and include a packing slip specifying the applicable Buyer Order number, part number(s), quantity, and date code (per Incoterms® 2020) are stated on where applicable), with each Orderdate code segregated by container. All Orders must include Buyer’s or forwarder’s address and shipments are assumed FCA Destination (Incoterms 2010) to authorize immediate release upon ready-to-the ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order Order. Title and invoice risk of loss will transfer upon delivery and acceptance, as evidenced by authorized Buyer signoff. Buyer is not responsible for freight costs unless specified in the GoodsOrder, in which case Buyer’s designated carrier and shipping method must be used. Xxxxx agrees Over shipments, including minimum requirements without advance agreement, or deliveries more than five days in advance of scheduled delivery dates are at Seller’s risk, and Buyer at its option may retain any or all such Items (with invoicing deferred until scheduled delivery date) or reject and return them at Seller’s expense. Buyer will not be liable for Seller’s commitments or production arrangements in excess of the amount or in advance of the time necessary to make payment of such invoice when due under this Agreementmeet the acknowledged delivery schedule, and Seller is authorized to manufacture only up to the quantities shown in Buyer’s authorized releases. ACCEPTANCE & PAYMENT. Buyer will accept ordered Items unless notice of rejection is given within a reasonable time (which Seller agrees shall be not less than 90 days from receipt of goods or ten (10) business days from completion of services). Rejection may be by individual unit or by lot, and pay for partial Seller’s delivery of nonconforming goods will entitle Buyer to terminate the balance of that particular Order. Acceptance does not constitute a waiver of any of Seller’s warranties or Buyer’s rights, and any acceptance of nonconforming deliveries at will not constitute a waiver of Buyer’s right to require that further deliveries be in accordance with the Agreement prices and termsContract, to require correction of any non-conformance, or to pursue damages therefor. If any defect or non-conformity is not apparent on examination, resulting in deterioration of final product, Buyer declares or indicates an intention to not accept may return such Items for replacement upon discovery of the defect. Following delivery, Seller maywill provide a complete and correct invoice for each shipment. If any invoice fails to match the applicable Order in regard to price, at its optionquantity, give written notice to Buyer that Seller is ready and willing to deliverrevision, and such notice delivery terms, or otherwise, the Order will constitute a valid tender of deliveryprevail. Buyer must report any shortages Payment will be made in shipments full within three (3) calendar 90 days of receipt of the initial shipmentgoods/services and Buyer shall be entitled to a 2% discount for payments made within 60 days of receipt of goods or services. No C.O.D. orders or drafts will be accepted. Payment by Buyer does not constitute acceptance and is subject to appropriate adjustment for any failure of Seller to meet the requirements of the Contract. Buyer may not make withhold payment of any deduction from amount it may reasonably dispute in good faith until such dispute is resolved and may set off against amounts owed to Seller any payment due because of loss amounts owed by Seller or damage its affiliates to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedBuyer.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s forwarder address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx Buyer agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx Buyer has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard ratesrate per pallet, per day stored. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx Buyer agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx Buyer makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process XxxxxBuyer’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s forwarder address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx Buyer agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx Buyer has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard ratesrates per pallet, per day stored. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx Buyer agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx Buyer makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process XxxxxBuyer’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed Seller agrees to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller deliver possession of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods Vessel to Buyer at location 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 than Seller’s locationplans and blueprints related to the Vessel that were provided to Seller at the txxx Xxxxxx acquired the Vessel. Seller makes no representation or warranty as to the accuracy of such documents or drawings. Seller shall deliver the Vessel to Buyer at Closing "as is and where is". Except with regard to title, (C) delivery to Buyer’s representative Seller makes NO WARRANTY of any kind whatsoever, whether expressed or designeeimplied, including without limitation, any implied warranty of merchantability, quality, condition, fitness for any particular purpose, seaworthiness, or (D) mailing against any redhibitory vices, or any other vices or defects, hidden, latent or otherwise, all such warranties being expressly WAIVED by Buyer. At the time of an invoice Delivery, all risk of loss to the Vessel shall pass to Buyer. Xxxxx agrees 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 with defined shipping instructions shall provide such certificates and documents, if any, that are in Seller's possession within seven (7) business days a reasonable time after Delivery, provided, however, the Seller's failure to deliver said Certificates and Documents shall not constitute a breach of this Agreement by Seller, nor shall such failure constitute grounds for Buyer not to close this transaction. MAINTENANCE AND OPERATION During the period of time following receipt of packing list provided the Deposit by Seller. Title Seller until Closing (the "Period"), the Vessel shall be in the full possession and, other than sale to Goods will pass to Buyer on tender of deliverya third party, subject to Seller’s right to stop Goods in transit and to any interest at the absolute disposal of Seller reserved for all purposes and under its complete control in every respect. Seller shall, during said Period, take all reasonable steps to secure Buyer’s payment 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 performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for designee shall have the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held right at any location for whatever reason will reasonable time to inspect or survey the Vessel to satisfy itself that the Vessel is being properly maintained. Any and all costs or expenses associated with such inspection shall be at Buyer’s risk the responsibility of and Seller may charge for (but is not obligated to carry) insurance. If be paid by Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to and Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment indemnify, defend and hold harmless Seller any affiliate of Seller against any injuries, cost, or expenses arising from such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares inspection or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedsurvey.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address TIME AND QUANTITIES ARE OF THE ESSENCE UNDER THE ORDER Seller agrees to 100% on-time delivery of the quantities and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment times specified by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified stated in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipmentrelated releases. Buyer may change the rate of scheduled shipments or direct temporary suspension of scheduling shipment, neither of which entitle Seller to modify the price of the goods or services. Buyer shall not make be obligated to accept early deliveries, late deliveries, partial deliveries or excess deliveries. If it accepts an early delivery, it reserves the right to back-charge Seller for any deduction from any payment due because incidental storage charges caused by the early delivery. All shipments shall be made with Buyer designated or approved carriers. Risk of loss or damage to Goods goods in transit shall be upon Seller and Seller shall insure the goods in transit. If delivery is not timely, Buyer may direct Seller to make expedited routing at Seller’s expense. Seller will enclose packing slips with all shipments showing Order numbers, descriptions, parts numbers and quantities. Buyer shall not be required to make payment for delivered goods in excess of specified quantities. Shipments in excess of that authorized by Xxxxx makes may be returned to Seller at Seller’s expense. The goods shall be properly packed, marked (including correlatively numbered if part of a written requestsingle delivery), Sellerloaded and shipped as required by this contract and by the transporting carrier. If delivery dates are not specified in this order, Seller shall procure materials and fabricate, assemble, and ship goods only as authorized in its sole discretion, shipment releases (“Releases”) issued by Buyer. Invoices in DUPLICATE showing Order and release number shall be rendered promptly after shipment has been made. Invoices received by Buyer five days or more after shipment may agree be re-dated as a service of date received and payment made according to Buyer terms of purchase. Seller will support EDI protocol and adhere to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days AIAG Bar Code Standards. Certificate of delivery of the Goods. All claims origin will be waived unless accompanied reflected in the delivery documents. Seller shall adhere to Buyer’s shipment and other requirements as set forth in the aforementioned Buyer’s Supplier Manual, as they may change from time to time, previously incorporated by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedreference.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each must be in strict compliance with the schedule contained in the Order. All Orders must include Buyer’s or forwarder’s address goods to be delivered hereunder shall be packaged to insure safe arrival at their destination, to secure the best transportation means and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writingcomply with the requirements of common carriers. All shipping dates are approximate; production will not begin until receipt Delivery shall be made by Seller at such times and places and of complete manufacturing, shipping, such goods and credit information. Tender of delivery is deemed quantities as may from time to occur at the earliest of (A) acceptance of shipment time he specified by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. If Seller fails to meet its schedule delivery dates and Buyer elects to call for expedited shipments, Seller will pay the difference between the method of shipping specified and the actual expedited rate incurred. Seller shall be responsible for any additional charges resulting from deviation from Xxxxx's routing instructions. If Seller fails to make delivery promptly and regularly as required hereunder, Xxxxx agrees may, in addition to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided other remedies available at law, terminate the Order by giving notice to Seller. Title and risk of loss shall remain with Seller until goods are delivered to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaidthe F.O.B. point specified herein. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of Notwithstanding such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because shall bear risk of loss or damage to Goods in transitgoods purchased hereunder from the time that Xxxxx gives notice of rejection of goods pursuant to the inspection provision of these terms and conditions. If Xxxxx makes a written requestSeller encounters or anticipates difficulty in meeting the delivery schedule, SellerSeller shall immediately notify Buyer in writing, giving pertinent details, provided, however, that such data shall be informational only in its sole discretion, may agree character and shall not be construed as a service waiver by Buyer of any delivery schedule or date or of any rights or remedies provided by law or the Contract. Parts fabricated in excess of or in advance of Xxxxx's release are at Seller's risk. Buyer reserves the right, without loss of discount privileges, to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage pay invoices covering goods shipped in transit, so long as Seller receives the claim within five (5) calendar days of delivery advance of the Goodsschedule on the normal maturity after the date specified for delivery. All claims will Buyer also reserves the right, without loss of discount privileges, to pay invoices only after successful acceptance testing has been accomplished, when such test is performed by the Buyer and is a requirement in the Order. Xxxxx's order numbers and symbols must be waived unless plainly marked on all invoices, packages, bills of lading shipping orders. For each shipment, shipping memos, packing lists and certification of compliance and/or assurance must accompany materials. Buyer's count or weight shall be final and conclusive on shipments not accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedpacking lists. Material must be in accordance with Xxxxx's instructions.

Delivery. All orders made by TFM to Supplier shall be delivered [***] the applicable TFM Store, except notwithstanding the foregoing, TFM is liable to pay all freight and fuel charges required to be paid by TFM pursuant to Sections 1(d), 7(g) and/or Exhibit E. Title and risk of loss to the Products shall pass upon such delivery to the applicable TFM Store. Time is of the essence with respect to each Delivery terms Time. Supplier shall cause all Products to be tendered to TFM at the applicable TFM Store in a “driver assist” pallet unload format in a trailer for each stop to each applicable TFM Store (per Incoterms® 2020regardless of whether on a multi-stop tour or not): (i) are stated on merchantable pallets, or, in the absence of pallets, in floor-stacked orders; (ii) encased in boxes suitable for handling; and (iii) appropriately stacked and shrink-wrapped. Trailers will be sealed when they leave the Supplier Facility, and on multi-stop deliveries the manager (or other applicable TFM employee) at each OrderTFM Store shall have the option of resealing the trailer before it leaves to go to another TFM Store. An invoice for PRODUCT SUPPLY AGREEMENT BETWEEN THE FRESH MARKET, INC. AND SUPERVALU INC. PAGE 13 OF 46 Products will not accompany the Products but will be available for viewing on Supplier’s SV Harbor site (or such other successor site or interface application provided by Supplier from to time for viewing invoices). All Orders must include Buyer’s deliveries of Products hereunder shall (i) comply, on the date of delivery to the applicable TFM Store, with the minimum shelf life standards for each delivered Product as set forth on Exhibit D attached hereto and made a part hereof, and (ii) be free of damage from loading and unloading (including any damage caused by defective or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writingpoorly built pallets). All shipping dates are approximate; production will not begin until receipt by Seller transport of complete manufacturingProducts shall be performed, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative when necessary or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Sellerdesirable, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer temperature controlled containers for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt entirety of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedtransport.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s forwarder address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, designee or (D) mailing of an invoice to Buyer. Xxxxx Buyer agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx Buyer has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, deliver and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx Buyer makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process XxxxxBuyer’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address TIME AND QUANTITIES ARE OF THE ESSENCE UNDER THE ORDER Seller agrees to 100% on-time delivery of the quantities and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment times specified by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified stated in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipmentrelated releases. Buyer may change the rate of scheduled shipments or direct temporary suspension of scheduling shipment, neither of which entitle Seller to modify the price of the goods or services. Buyer shall not make be obligated to accept early deliveries, late deliveries, partial deliveries or excess deliveries. If it accepts an early delivery, it reserves the right to back-charge Seller for any deduction from any payment due because incidental storage charges caused by the early delivery. All shipments shall be made with Buyer designated or approved carriers. Risk of loss or damage to Goods goods in transit shall be upon Seller and Seller shall insure the goods in transit. The Supplier shall immediately inform Buyer if there is a risk of noncompliance with the most recent Delivery Plan issued by Buyer time to time. If Xxxxx makes delivery is not timely, Buyer may direct Seller to make expedited routing at Seller’s expense. Seller will enclose packing slips with all shipments showing Order numbers, descriptions, parts numbers and quantities. Buyer shall not be required to make payment for delivered goods in excess of specified quantities. Shipments in excess of that authorized by Buyer may be returned to Seller at Seller’s expense. The goods shall be properly packed, marked (including correlatively numbered if part of a written requestsingle delivery), Sellerloaded and shipped as required by this contract and by the transporting carrier. If delivery dates are not specified in this order, Seller shall procure materials and fabricate, assemble, and ship goods only as authorized in its sole discretion, shipment releases (“Releases”) issued by Buyer. Invoices in DUPLICATE showing Order and release number shall be rendered promptly after shipment has been made. Invoices received by Buyer five days or more after shipment may agree be re-dated as a service of date received and payment made according to Buyer terms of purchase. Seller will support EDI protocol and adhere to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days AIAG Bar Code Standards. Certificate of delivery of the Goods. All claims origin will be waived unless accompanied reflected in the delivery documents. Seller shall adhere to Buyer’s shipment and other requirements as set forth in the aforementioned Buyer’s Supplier Procedural Manual, as they may change from time to time, previously incorporated by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedreference.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order; provided that delivery terms for iHydrant Goods are FCA Seller’s dock (Incoterms® 2020) unless otherwise stated on the Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms (per Incoterms® 2020a) are stated on each OrderBarge deliveries. All Orders must include Buyer’s or forwarder’s address and are assumed For barge deliveries, the Fuel shall be delivered to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur Buyer FOB barge at the earliest Delivery Point. Subject to the provisions of (A) acceptance Section 5.2 title to and risk of shipment by designated shipper, (B) allocation loss of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods the Fuel will pass to Buyer on tender when each barge, after being fully loaded and trimmed at the Delivery Point in accordance with this Master Agreement, has been delivered to the custody and control of, and has been accepted by, Buyer or its Transporter at the Delivery Point. Buyer or its Transporter shall furnish suitable barges for delivery of deliverythe Fuel and Seller shall provide or designate loading points that have adequate and accessible mooring and barge loading facilities sufficient to load the Fuel properly and within the appropriate loading time. Such barges shall be substantially compatible with the Source’s Fuel loading facilities to be utilized by Seller and shall be properly prepared to receive Fuel. Fuel haulage or transportation equipment provided by either Seller or Buyer, subject as the case may be, shall be clean, dry and suitable for the transportation of Fuel, and shall be provided in a timely fashion in order to comply with the delivery schedule. Seller agrees to inspect and to take all other reasonable and necessary steps so as not to permit Fuel to be loaded in barges that contain foreign material. Seller shall arrange for, remain responsible for, and shall pay all costs in connection with, transporting the Fuel to the Delivery Point and handling and loading the Fuel into barges to the proper draft and proper distribution as directed by Buyer or Buyer’s Transporter in such barges and shall fully defend, indemnify and hold Buyer harmless against any Claim made against Buyer for any cost, expenses or damage (either liquidated or unliquidated) that may be asserted against Buyer arising out of or resulting from Seller’s right delivery of Fuel under this Master Agreement up to stop Goods in transit the Delivery Point, provided that Seller shall not be obligated to load any barge which it deems not to be clean and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaidseaworthy. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should Should barges not be held for Buyer’s accountequipped with double sloped sheets inside the cargo box, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within shall load coal starting no less than approximately five (5) calendar days of delivery feet from the box end(s)/bulkhead(s) of the GoodsBarge. All claims Buyer shall arrange for, remain responsible for, and shall pay all costs in connection with, transporting the Fuel by barge from the Delivery Point to its destination incurred after the transfer of title to and risk of loss of the Fuel to Buyer. Seller shall be liable for and shall pay Buyer for any transportation costs or demurrage charges incurred by Buyer that may be occasioned by the breakdown or failure of the barge loading facilities, or by the failure of Seller to furnish and load Fuel at the Delivery Point. Buyer shall be liable for and shall pay Seller for any transportation costs or demurrage charges incurred by Seller caused by the failure to furnish suitable barges for the loading of Fuel at the Delivery Point; provided that such charges are not the result of an action or inaction of Seller. If the Delivery Point is such that the Fuel will be waived unless accompanied have been transported by a delivery receipt, signed by freight vendor’s agent at time of barge prior to delivery, on which receipt then title to and risk of loss of the loss Fuel will pass to Buyer upon the transfer of the custody and control of the barge(s) to, and the acceptance of the barge(s) by, Buyer or damage has been noted.Buyer’s Transporter. Execution Set

Delivery. Delivery terms are EXW (Ex-Works) (per Incoterms® 2020) are stated on each Orderunless otherwise specified by Seller in writing. All Orders must include Buyer’s or forwarder’s forwarder address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx Buyer agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx Buyer has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx Buyer agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx Buyer makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process XxxxxBuyer’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms Unless otherwise agreed in writing, all deliveries of Products shall be made Ex Works of Seller’s factory (per Incoterms® 2020) are stated on each OrderIncoterms 2018). All Orders must include Buyer’s risks of loss or forwarder’s address damage to the Products shall pass from the Seller to the Buyer when the Products are delivered to the Buyer in accordance with the agreed trade term as defined. The Seller may make deliveries in installments which will be invoiced individually. The Buyer will make payment in accordance with clause 4 of these Standard Terms and Conditions. Times specified for delivery of the Products are assumed to authorize immediate release upon ready-to-ship status given and intended as estimates only unless otherwise specified agreed in writing. All shipping dates are approximate; production will not begin Where a firm time for delivery has been expressly agreed upon, no delivery shall be considered overdue until receipt by the Buyer has made a written request for delivery and given the Seller of complete manufacturing, shipping, and credit informationa reasonable opportunity to comply therewith. Tender of delivery is deemed to occur at The Buyer shall have the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for cancel the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give Contract by serving written notice to Buyer that the Seller if the Seller is ready unable, due to circumstances for which it is fully responsible, to comply with the extended or postponed delivery time and willing the Buyer has stated in writing when agreeing to deliverthe new delivery time that it will refuse to take delivery if the new delivery date is not met. In no event shall the Seller be liable for indirect, special, consequential, or punitive damages arising out of or in connection with the late delivery of the Products. The Buyer shall inspect or have inspected the Products delivered and such notice will constitute a valid tender shall notify the Seller in writing of delivery. Buyer must report any shortages in shipments discrepancy regarding the quantity, specification, or quality of the Products to the order within three fourteen (314) calendar days of receipt of the initial shipmentProducts. Once this time period has elapsed, the Buyer may not make any deduction from any payment due because of loss or damage shall be deemed to Goods in transithave accepted the Products. If Xxxxx makes a Buyer timely notifies Seller of any nonconforming Products, the Seller shall replace incorrect Products and deliver additional Products to meet the ordered quantity. The foregoing shall be Buyer’s exclusive remedy with respect to nonconforming Products. The Buyer shall not return any Products without the prior written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery permission of the GoodsSeller. All claims will be waived unless accompanied by Submitting a delivery receipt, signed by freight vendor’s agent claim shall at no time of delivery, on which receipt release the loss or damage has been notedBuyer from its obligations under the Contract.

Delivery. Delivery Seller acknowledges that all terms (per Incoterms® 2020) as to quantity, quality, specifications, and time of delivery are stated on each material elements of this Order and must be strictly complied with. Time is of the essence with respect to delivery of goods covered by this Order. All Orders Delivery must include Buyer’s be in strict compliance with the schedule contained in this Order and shall be made by Seller at such times and places and of such items and quantities as may be specified by KUKA ASSEMBLY AND TEST. KUKA ASSEMBLY AND TEST shall have no liability to Seller for goods delivered to KUKA ASSEMBLY AND TEST either later than the time, or forwarder’s address and 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 assumed to authorize immediate release upon ready-to-ship status unless otherwise specified at Seller's sole risk. If Seller encounters or anticipates difficulty in meeting the delivery schedule, Seller must immediately notify KUKA ASSEMBLY AND TEST in writing, giving pertinent details; provided, however, that the receipt of such data shall be for information purposes only and shall not be construed as a waiver by KUKA ASSEMBLY AND TEST of any scheduled delivery date or of any other rights or remedies provided by law or this Order. All shipping dates If Seller fails to make timely delivery of all or any portion of the goods covered by any Purchase Order, or if any of the goods delivered to KUKA ASSEMBLY AND TEST are approximate; production defective or not 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 right to damages and the right to cancel any Purchase Order. A breach of either these Terms and Conditions or any Purchase Order by Seller will not begin until receipt also constitute a breach by Seller of complete manufacturingany other Purchase Order between Seller and KUKA ASSEMBLY AND TEST entitling KUKA ASSEMBLY AND TEST, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and addition to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller other remedies it may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller mayhave, at its optionlaw or in equity, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of cancel such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedother Purchase Orders.

Delivery. Time is of the essence for delivery, performance and all other obligations arising herein. If Supplier does not meet the scheduled Delivery terms (per Incoterms® 2020) are stated on each OrderDates, and Supplier fails to demonstrate to Buyer that it has taken best efforts to comply with meeting the Delivery Dates, then Buyer may, at its option cancel this PO, or any part of this PO without incurring any liability. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-If Xxxxx requests expedited shipment of any late deliveries, Supplier will be responsible for shipping costs. Supplier will not ship status ahead of the scheduled Delivery Date unless otherwise specified authorized by Xxxxx in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller mayreject, at its option, ship all unauthorized early shipments to Supplier at Supplier’s expense. Payments for early shipments unauthorized by Buyer will be postponed until the Goods applicable due date after the scheduled Delivery Date. Supplier, when it has reason to believe that deliveries will not be made as scheduled, will provide immediate written notice to Buyer at setting forth the address specified cause of such anticipated delay. Supplier shall be, in addition to any other remedy available to Buyer, liable for Buyer’s documented additional expenses and costs due to its failure to deliver in the applicable Order event that it fails to provide such notice. Notwithstanding the above, neither Buyer or Supplier will be liable for delays or defaults due to fires, floods, earthquakes, riots, storms or acts of civil or military authority and invoice without their fault or negligence and which were not reasonably foreseeable. In the event that any such condition exists as to Supplier, Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, may at its option, give written notice cancel this PO in whole or in part. All internationally shipped Deliverables will be shipped under "DDP Suppliers facility (Incoterms 2010)". Deliverables shipped under domestic transport will be shipped “FCA Supplier’s facility” (Incoterms 2010), and Supplier must utilize the carriers or freight forwarder provided in Buyer’s shipping guidelines for the transit from Supplier’s facility to the Buyer’s receiving dock. If Supplier uses any other transportation agent, Supplier will reimburse Buyer for any additional costs incurred for transportation. If no transportation agent is specified, Supplier will use a transportation agent acceptable to Buyer. Title shall be transferred to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt following acceptance of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written requestDeliverables by Xxxxx, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against but no sooner than the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of physical delivery of the GoodsDeliverables to the final destination designated on Buyer's PO. All claims Before and at the time Deliverables are shipped, Supplier will be waived unless accompanied by a delivery receiptgive Buyer sufficient warning in writing (including appropriate labels on all Deliverables, signed by freight vendor’s agent at time containers, and packing, including without limitation disposal and recycling instructions, material safety data sheets and certificates of deliveryanalysis) of any hazardous or restricted material that is an ingredient or part of the Deliverables, on which receipt together with any special handling instructions that are needed to advise carriers, Buyer, and their employees how to take appropriate measures while handling, transporting, processing, using or disposing of the loss or damage has been notedDeliverables, containers, and packing. Supplier agrees to comply with all Laws pertaining to Deliverable content and warning labels, including without limitation the U.S. Toxic Substances Control Act and European Union Directive 2000/53/EC.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless Unless otherwise specified herein, delivery of the goods, and services. If any, specified herein (“Goods”) shall be F.O.B. point of shipment. Any delivery date specified herein is approximate only. Seller assumes no liability for failure or delay in writing. All shipping dates are approximate; production will not begin performance until receipt 5 days after written notice of intention to cancel shall have actually been received by Seller, and Buyer shall be obligated to accept any conforming Goods shipped by Seller of complete manufacturing, shipping, and credit informationduring such period. Tender of delivery is deemed to occur at the earliest of (A) acceptance Acceptance of shipment by a common carrier, designated shippershipper or licensed public truckman, (B) or allocation of Goods to Buyer at location premises other than Seller’s location, (C) delivery to Buyer’s representative or designeedesignee (if Seller’s trucks and drivers effect such delivery), or (D) mailing of an invoice by Seller to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt , whichever of packing list provided by Seller. Title to Goods will pass to Buyer on the foregoing first occurs, shall constitute tender of delivery. Upon tender of delivery, title shall pass to Buyer, subject to Seller’s right to stop Goods of stoppage in transit and to any interest of Seller reserved to secure Buyer’s payment or performance performance. In the instance of Goods held subject to SellerXxxxx’s instructions, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because for which Xxxxx has failed to supply shipping instructions instructions, or because in any case where Seller, in its sole discretion, determines that any part of the Goods should be held for Buyer’s account, Seller may invoice the Goods and Buyer for agrees to make payment at the Goods, as well as for storage. Storage fees will be at Seller’s standard ratesmaturity of the invoice so rendered. Goods invoiced and held at any location location, for whatever reason will reason, shall be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insuranceinsurance and storage at prevailing rates. If Partial deliveries shall be accepted by Buyer fails to provide shipping instructions, Seller may, and paid for at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement contract prices and terms. If When Buyer declares has declared or indicates manifested an intention not to not accept deliverydelivery in accordance with any order, no tender shall be necessary but Seller may, at its option, give written notice in writing to Buyer that Seller is ready and willing to deliver, deliver and such notice will shall constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Time is of the essence for delivery, performance and all other obligations arising herein. If Supplier does not meet the scheduled Delivery terms (per Incoterms® 2020) are stated on each OrderDates, and Supplier fails to demonstrate to Buyer that it has taken best efforts to comply with meeting the Delivery Dates, then Buyer may, at its option cancel this PO, or any part of this PO without incurring any liability. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-If Buyer requests expedited shipment of any late deliveries, Supplier will be responsible for shipping costs. Supplier will not ship status ahead of the scheduled Delivery Date unless otherwise specified authorized by Buyer in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller mayreject, at its option, ship all unauthorized early shipments to Supplier at Supplier’s expense. Payments for early shipments unauthorized by Buyer will be postponed until the Goods applicable due date after the scheduled Delivery Date. Supplier, when it has reason to believe that deliveries will not be made as scheduled, will provide immediate written notice to Buyer at setting forth the address specified cause of such anticipated delay. Supplier shall be, in addition to any other remedy available to Buyer, liable for Buyer’s documented additional expenses and costs due to its failure to deliver in the applicable Order event that it fails to provide such notice. Notwithstanding the above, neither Buyer or Supplier will be liable for delays or defaults due to fires, floods, earthquakes, riots, storms or acts of civil or military authority and invoice without their fault or negligence and which were not reasonably foreseeable. In the event that any such condition exists as to Supplier, Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, may at its option, give written notice cancel this PO in whole or in part. All internationally shipped Deliverables will be shipped under "DDP Suppliers facility (Incoterms 2010)". Deliverables shipped under domestic transport will be shipped “FCA Supplier’s facility” (Incoterms 2010), and Supplier must utilize the carriers or freight forwarder provided in Buyer’s shipping guidelines for the transit from Supplier’s facility to the Buyer’s receiving dock. If Supplier uses any other transportation agent, Supplier will reimburse Buyer for any additional costs incurred for transportation. If no transportation agent is specified, Supplier will use a transportation agent acceptable to Buyer. Title shall be transferred to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt following acceptance of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written requestDeliverables by Buyer, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against but no sooner than the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of physical delivery of the GoodsDeliverables to the final destination designated on Buyer's PO. All claims Before and at the time Deliverables are shipped, Supplier will be waived unless accompanied by a delivery receiptgive Buyer sufficient warning in writing (including appropriate labels on all Deliverables, signed by freight vendor’s agent at time containers, and packing, including without limitation disposal and recycling instructions, material safety data sheets and certificates of deliveryanalysis) of any hazardous or restricted material that is an ingredient or part of the Deliverables, on which receipt together with any special handling instructions that are needed to advise carriers, Buyer, and their employees how to take appropriate measures while handling, transporting, processing, using or disposing of the loss or damage has been notedDeliverables, containers, and packing. Supplier agrees to comply with all Laws pertaining to Deliverable content and warning labels, including without limitation the U.S. Toxic Substances Control Act and European Union Directive 2000/53/EC.

Delivery. Time is of the essence. Delivery terms (per Incoterms® 2020) are stated of Goods shall be made pursuant to the schedule, via the carrier and to the place specified on each Orderthe face of this purchase order. All Orders must include Buyer’s or forwarder’s address Savvis reserves the right to return, shipping charges collect, all Goods received in advance of the delivery schedule. If no delivery schedule is specified, the order shall be filled promptly and are assumed to authorize immediate release upon ready-to-ship status unless otherwise delivery will be made by the most expeditious form of transportation via the specified carrier. If no carrier is specified in writing. All shipping this purchase order, Vendor shall use a nationally recognized carrier who can deliver the Goods by the dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of set forth in the delivery is deemed to occur schedule at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods lowest cost to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to BuyerSavvis. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for In the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer event Vendor fails to provide shipping instructionsdeliver the Goods within the time specified, Seller Savvis may, at its option, ship decline to accept the Goods and terminate the Agreement or may demand its allocable fair share of Vendor's available Goods and terminate the balance of the Agreement. Vendor shall package all items in suitable containers to Buyer at permit safe transportation and handling. Each delivered container must be labeled and marked to identify contents without opening and all boxes and packages must contain packing sheets listing contents. Savvis’ purchase order number must appear on all shipping containers, packing sheets, delivery tickets and bills of lading. Partial shipment is not allowed under this Agreement without Savvis’ prior written approval. Savvis may refuse a partial shipment, without any additional obligation, cost, or liability. Notwithstanding anything to the address specified in contrary herein, if Xxxxxx accepts a partial shipment, Xxxxxx has no obligation to pay for such partial shipment until any shortfall has been delivered to and accepted by Savvis. Savvis shall have a reasonable time after receipt of Goods or Service to inspect them for conformity hereto before payment. Goods shall not be deemed accepted until Savvis has run an adequate test to determine whether the applicable Order and invoice Buyer Goods conform to the specifications. Use of a portion of the Goods for the Goods. Xxxxx agrees to make payment purpose of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates testing shall not constitute an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery acceptance of the Goods. All claims If Goods tendered do not wholly conform with the provisions hereof, Savvis shall have the right to reject such Goods. Nonconforming Goods will be waived unless accompanied returned to Vendor freight collect and risk of loss will pass to Vendor upon Savvis’ delivery to the common carrier. If Service deliverables do not wholly conform with the provisions hereof, Savvis shall have the right to reject the Service deliverables and either (i) require Vendor to correct any and all nonconformities in the Service deliverable; or (ii) cancel the applicable Savvis purchase order or part thereof without further liability to Vendor and Vendor shall promptly refund any amounts paid by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt Savvis with respect to the loss or damage has been notednonconforming Service deliverables.

Delivery. Delivery terms The Supplier shall deliver the Goods in accordance with any delivery timescales, delivery dates and delivery instructions (per Incoterms® 2020to include, without limitation, as to delivery location and delivery times) are stated on each Order. All Orders must include Buyer’s set out in the Specification and Tender Response Document, the Order Form or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless as otherwise specified agreed with the Authority in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur Delivery shall be completed when the Goods have been unloaded at the earliest location specified by the Authority and such delivery has been received by a duly authorised agent, employee or location representative of the Authority. The Authority shall procure that such duly authorised agent, employee or location representative of the Authority is at the delivery location at the agreed delivery date and times in order to accept such delivery. Any arrangement by which the Goods are collected by the Authority in return for a discount on the Contract Price shall be agreed by the Parties in writing (A) acceptance of shipment by designated shipperwhere due to an emergency such arrangements cannot be committed to writing prior to collection, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyerthe Parties shall confirm such arrangements in writing as soon as possible following collection). Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for Where the Authority collects the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but collection is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer deemed delivery for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt purposes of the initial shipmentContract. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes The Supplier shall ensure that a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery note shall accompany each delivery of the Goods. Such delivery note shall contain the information specified in the Specification and Tender Response Document or as otherwise agreed with the Authority in writing. Where such information requirements as to the content of delivery notes are not specified or separately agreed, such delivery notes shall, as a minimum, contain the Authority’s order number, the name and address of the Authority, a description and quantity of the Goods, and shall show separately any extra agreed charges for containers and/or any other item not included in the Contract Price or, where no charge is made, whether the containers are required to be returned. Part deliveries and/or deliveries outside of the agreed delivery times/dates may be refused unless the Authority has previously agreed in writing to accept such deliveries. Where delivery of the Goods is refused by the Authority in accordance with this Clause 2.4 of this Schedule 2 of these Call-off Terms and Conditions, the Supplier shall be responsible for all risks, costs and expenses associated with the re-delivery of the Goods in accordance with the agreed delivery times/dates. Where the Authority accepts delivery more than five (5) days before the agreed delivery date, the Authority shall be entitled to charge the Supplier for the costs of insurance and storage of the Goods until the agreed date for delivery. Unless otherwise set out in the Specification and Tender Response Document or agreed with the Authority in writing, the Supplier shall be responsible for carriage, insurance, transport, all relevant licences, all related costs, and all other costs associated with the delivery of the Goods to the delivery location and unloading of the Goods at that location. Without limitation to the foregoing provision of this Clause 2.5 of this Schedule 2 of these Call-off Terms and Conditions, unless otherwise stated in the Specification and Tender Response Document or agreed with the Authority in writing, the Supplier shall be responsible for obtaining all export and import licences for the Goods and shall be responsible for any delays to the delivery time due to such licences not being available when required. In the case of any Goods supplied from outside the United Kingdom, the Supplier shall ensure that accurate information is provided to the Authority as to the country of origin of the Goods and shall be liable to the Authority for any extra duties or taxes for which the Authority may be accountable should the country of origin prove to be different from that set out in the Specification and Tender Response Document. All claims will third party carriers engaged to deliver the Goods shall at no time be waived unless accompanied by a delivery receipt, signed by freight vendor’s an agent at time of delivery, on which receipt the loss or damage has been notedAuthority and accordingly the Supplier shall be liable to the Authority for the acts and omissions of all third party carriers engaged to deliver the Goods to the Authority.

Delivery. Time is of the essence for Delivery terms (per Incoterms® 2020) are stated and all other obligations arising herein. “Delivery Date” and/or “Dock Date” shall mean the date Supplier is required to deliver the Product to the locations designated on each Buyer’s Purchase Order. All Orders must include Buyer’s If Supplier does not meet the scheduled Delivery Dates, and Supplier fails to demonstrate to Buyer that it has taken best commercial efforts to comply with meeting the Delivery Dates, then Buyer may, at its option cancel this Purchase Order, or forwarder’s address and are assumed to authorize immediate release upon ready-to-any part of this Purchase Order without incurring any liability. If Xxxxx requests expedited shipment of any late deliveries, Supplier will be responsible for shipping cost. Supplier will not ship status ahead of the scheduled Delivery Date unless otherwise specified authorized by Xxxxx in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller mayreturn, at its option, ship the Goods all unauthorized early shipments to Supplier at Supplier’s expense. Payments for early shipments unauthorized by Buyer at the address specified in will be postponed until the applicable Order and invoice Buyer for due date after the Goodsscheduled Delivery Date. Xxxxx agrees Supplier, when it has reason to make payment of such invoice when due under this Agreement. Buyer believe that deliveries will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept deliverybe made as scheduled, Seller may, at its option, give will provide immediate written notice to Buyer setting forth the cause of such anticipated delay and the anticipated actual time for delivery (hereinafter referred to as “Grace Period” – Grace period cannot be longer than eight (8) calendar days). Supplier shall be, in addition to any other remedy available to Buyer, liable for Buyer’s documented additional expenses due to its failure to deliver in the event Supplier fails to provide such notice. If Product cannot be delivered by the Delivery Date or within the Grace Period, Jabil will sustain substantial financial loss or damage. The Parties further acknowledge and agree that Seller is ready and willing the following liquidated damages are believed to deliver, and such notice will constitute represent a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt genuine estimate of the initial shipmentloss that would be suffered by Jabil by reason of any such delay (which losses would be difficult or impossible to calculate with certainty) and are neither intended as a penalty nor operate as a penalty. Buyer may not make any deduction from any payment due because Jabil shall be entitled to assess two (2) percent of loss the purchase price of the late delivered Products for each full calendar day of late delivery up to a maximum of twenty (20) percent of the purchase price of the late delivered Products starting on the day after the Delivery Date or damage Grace Period as liquidated damages. Notwithstanding the foregoing, - unless Section 17. Force Majeure applies – if Supplier fails to Goods in transit. If Xxxxx makes a written requestproperly deliver the Products, SellerJabil, in its sole discretion, may agree do one or more of the following: (i) cancel the Purchase Order in whole or in part; (ii) return previously delivered materials or Products which were ordered in connection with the canceled Purchase Order and which are no longer needed; (iii) cancel any current Purchase Order(s) pursuant to which Jabil had ordered material which was related to the canceled Purchase Order and which is no longer needed as a service result of such cancellation; (iv) declare Supplier to Buyer be in default; (v) purchase replacement Products from another source at Supplier’s sole cost and expense; or (vi) insist on compliance with the terms and conditions of this Purchase Order by Supplier. All internationally shipped products will be shipped under "FCA Suppliers Facility (Incoterms 2020)". Products shipped under domestic transport may be FCA or another Incoterm agreed between Supplier and Jabil. For FCA terms, Supplier must utilize the carriers or forwarder provided in Jabil’s shipping guidelines for the transit from Supplier’s facility to process Xxxxxthe Jabil’s claim against the freight vendor receiving dock. Supplier must utilize Jabil’s specified transportation agent for all shipments. If Supplier uses any other transportation agent, Supplier will reimburse Jabil for any loss or damage in transitadditional costs incurred for transportation. If no transportation agent is specified, so long as Seller receives Supplier will use a transportation agent acceptable to Jabil. Title shall be transferred to Jabil upon the claim within five (5) calendar days of physical delivery of the GoodsProducts to the final destination designated on Jabil's Purchase Order. All claims Jabil assumes risk of loss for Products when Products have been received by Jabil’s carrier or forwarder. In the event a tooling Delivery is delayed, and it is estimated that such delay will be waived unless accompanied by a delivery receiptexceed more than 25% of the agreed completion Date/Delivery time, signed by freight vendor’s agent Buyer may, at time of delivery, on which receipt the loss or damage has been notedits option cancel this Purchase Order without incurring any liability.

Delivery. Delivery terms (per Incoterms® 2020) are stated of goods under the Order must be made in the quantities and on each the dates specified by Buyer, and any failure of Seller to provide the same shall be a material breach of this Contract. Partial shipments shall be allowed only if expressly indicated in the Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless Unless otherwise specified in writingthe Order, delivery is Delivered Duty Paid (as defined in Incoterms 2010), Buyer’s location or such other destination as may be specified in the Order. All shipping dates Seller acknowledges that Buyer’s production and marketing schedules are approximate; production will based in part upon the delivery/completion date(s) specified in the Order. Time and place of delivery are, therefore, of the essence with respect to Xxxxxx’s performance under the Order. Any provision in the Order or subsequent agreement by Buyer for installment deliveries of the items specified in the Order shall not begin until receipt by be construed as a waiver of this requirement or as severing Seller’s obligations for full, on-time delivery of all items specified in the Order. If Seller of reasonably determines in good faith that it either cannot or may not complete manufacturingdelivery or performance at the specified time and place or in the specified manner, shippingSeller 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 credit information. Tender notwithstanding that Seller’s failure to effect conforming delivery or performance may be or is the result of Force Majeure, as defined in Section 10, Seller’s failure to effect conforming delivery is deemed of goods or performance of services shall entitle Buyer, at Buyer’s sole option and without any liability to occur Buyer hereunder, to do or cause to be done, in addition to any other remedies available to Buyer under this Contract, at law or in equity, one or more of the earliest of (A) following: revoke any prior acceptance of shipment a partial delivery or performance by designated shipperSeller, (B) allocation of Goods to Buyer return at location other than Seller’s locationrisk and expense all or any part of items delivered in partial satisfaction of the Order, (C) delivery to Buyer’s representative or designeecancel the Order, or (D) mailing to receive a refund of an invoice any amounts paid to Buyer. Xxxxx agrees Seller pursuant to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to the Order for any interest of Seller reserved to secure Buyer’s payment or performance items returned to Seller, even if freight is included to require Seller to promptly correct all defects in delivery or prepaidperformance and/or otherwise provide conforming goods or services from Seller, and to purchase substitute goods or services elsewhere and charge Seller with any loss or additional costs incurred in connection with such purchases. If in order to comply with Xxxxx’s required delivery date it becomes necessary for Seller holds Goods at Buyer’s instruction to ship the items by a more expensive mode of transportation than specified in the Order, any increased transportation cost resulting therefrom shall be paid for by Seller unless the necessity for such rerouting or because Xxxxx expedited handling has failed to supply shipping instructions or because Seller, been requested in its sole discretion, determines that any part of Goods should writing by Xxxxx. Overshipments may be held for Buyer’s account, Seller may invoice returned by Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructionsexpense, Seller may, at its option, ship the Goods to or retained by Buyer at the address specified no increase in price. Unless specifically indicated in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make Order, payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt may be made after acceptance of the initial shipment. Buyer may not make any deduction from any payment due because of loss goods or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedservices.

Delivery. Delivery terms are stated in each Order (per Incoterms® 2020) are stated on each Order). All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms are EXW (Ex-Works) (per Incoterms® 20202010) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified by Seller in writing. All shipping dates are approximate; production approximate and any time period indicated for a shipment will not begin until receipt by Seller at Seller’s plant of complete manufacturing, shipping, shipping and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location premises other than Seller’s location’s, (C) delivery to Buyer’s representative or designee, designee or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods of stoppage in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Sellerperformance, even if irrespective of any freight is included allowance or prepaidprepayment of freight. If Seller holds Goods at per Buyer’s instruction instructions or because Xxxxx Buyer has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be Goods and Buyer agrees to make payment at Seller’s standard ratesthe maturity of the invoice rendered. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails , storage and other expenses incident to provide shipping instructions, Seller may, such delay at its option, ship the Goods to prevailing rates. Partial deliveries will be accepted by Buyer and paid for at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If When Buyer declares has declared or indicates manifested an intention not to not accept delivery, no tender will be necessary, but Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, deliver and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because hereunder by reason of loss or damage to Goods in transit. If Xxxxx makes a On Buyer’s written request, Seller, in its sole discretion, may agree as a service to Buyer to process XxxxxBuyer’s claim against the freight vendor carrier for any loss or damage in transit, so long as provided that Seller receives the such claim within five (5) calendar days of delivery of the Goods. All claims will must be waived unless accompanied by a delivery receipt, signed by freight vendorcarrier’s agent at time of delivery, on which receipt the loss or damage has been noted, or such claims will be waived.

Delivery. Delivery terms (per Incoterms® 2020) are stated Seller shall deliver Goods in accordance with the schedule in Buyer’s purchase order or Release. Time is of the essence in the performance of each purchase order and Release. Buyer may select the mode of transportation and the carrier for the Goods. Seller shall pre-pay shipping charges and add such charges as a separate line item on each Orderthe invoice, unless otherwise agreed in writing. If Buyer requests that Goods be Order or Release shall strictly conform to the terms, conditions, specifications, descriptions, drawings, and data specified in the Order or Release and shall be of good design, material, and workmanship, free from defects, merchantable and fit for their intended purpose, and shall meet applicable governmental safety standards. Seller further warrants that Buyer shall have free and clear title to the Goods and the right to sell the Goods at the time of delivery to Buyer. All Orders must include Buyer’s or forwarder’s address Goods shall be new and are assumed to authorize immediate release upon ready-to-ship status unused (unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur the Order or Release) at the earliest time of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer. Seller shall also without any additional charges assign or otherwise transfer to Buyer all warranties on Goods and services incorporated into the Goods. All warranties herein mentioned shall survive any intermediate or final inspections, delivery, acceptance or payment by Buyer, and all such warranties shall run to Buyer, its successors, assigns, customers, and users of the Goods. No warranties hereunder shall be deemed disclaimed or excluded except in writing signed by an authorized representative of Buyer. If Buyer deems the Goods defective, Seller, at Buyer’s representative election, shall promptly repair or designeereplace the defective Goods, or give Buyer a credit or refund for the price paid for the defective Goods, at any time within Seller’s standard warranty period for the Goods (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender which in no event shall be less than one year from the date of delivery). Alternatively, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Buyer may repair defective Goods at Buyer’s instruction facility and charge Seller the reasonable cost thereof. Seller shall be responsible for all shipping charges (both to and from Seller’s facility) for Goods which are repaired or because Xxxxx has failed to supply shipping instructions or because replaced by Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account. shipped ’collect’, Seller may invoice shall use a Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.approved transportation carrier

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s forwarder address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard ratesrate per pallet, per day stored. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms (per Incoterms® 2020) are stated arestated on each Order. All Orders must include Buyer’s or forwarder’s forwarder address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will productionwill not begin until receipt by Seller of complete manufacturingcompletemanufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx Buyer agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx Buyer has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard ratesrates per pallet, per day stored. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx Buyer agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx Buyer makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process XxxxxBuyer’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address Seller shall use its best efforts to make deliveries in the quantities and are assumed to authorize immediate release upon ready-to-ship status unless otherwise at the times specified in writingthis order. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at Unless the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide specifies shipping instructions, which have been agreed to by the Seller, shipment and delivery will be made by the carrier and in the manner designated by the Seller mayto the CIP Destination. Seller shall not be liable for delays or defaults in deliveries due to causes beyond Seller's control and without its fault or negligence. If the Buyer elects to delay shipment of the goods for a period of more than thirty (30) days from notice that the goods are ready to be shipped, at its optionBuyer will be charged for the goods in full as if shipped/delivered, ship and will furthermore be charged daily storage fees as long as the Goods goods remain on Seller’s premises. Should Buyer fail to comply, Seller retains the right to sell the goods to a third party and produce a new set of good to fulfill Buyer’s order. Failure of the deliveries to be installed by Buyer at their facility within a 60-day period from shipment, will begin the address specified warranty period. Further, Buyer will be responsible for all replacement costs (including parts and labor) for any damaged components to the System associated with the delayed installation. In the event that a facility is not ready for installation (as defined in the applicable Order and invoice Buyer for respective Aerosol Jet® or LENS® Pre-Installation Agreement) upon the Goods. Xxxxx agrees to make payment arrival of such invoice when due under this Agreement. the Seller’s installation team, Buyer will accept have thirty-six (36) hours to cure the deficiencies of the facility or assume liability for all expenses and pay for partial deliveries at costs associated with the Agreement prices delayed installation. Acceptance of the System must occur within a reasonable time from receipt and termsinstallation or will be deemed to have occurred if Buyer is able to use and/or does use the System in a manner consistent with the System’s Installation Checklist. If the Buyer declares purchases an Advanced Application Workshop or indicates an intention to not accept deliveryother professional services offering, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. the Buyer must report any shortages in shipments use the Workshop or services within three six (36) calendar days of receipt months of the initial shipment. Buyer may not make any deduction from any payment due because of loss order date or damage to Goods in transitshipment date, whichever is later. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as the Buyer purchases a service plan, any modification or change made to Buyer to process Xxxxxthe System by the Buyer, without the Seller’s claim against the freight vendor consent, is cause for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery immediate termination of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedservice plan agreement.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s Seller will use commercially reasonable efforts to meet any performance or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise delivery dates specified in writing. All shipping the Sales Confirmation, it being understood that any such dates are approximate; production estimates only. Seller will not begin until be liable for any delays, loss, or damage in transit. Unless otherwise agreed in the Sales Confirmation, Seller will deliver the Goods EXW Seller’s loading dock (as the latter shipping term is defined in Incoterms 2010) (“Delivery Point”) using Seller’s standard methods for packaging such Goods. Purchaser will take delivery of the Goods within one (1) day after Seller’s written notice that the Goods have been delivered to the Delivery Point. Purchaser will be responsible for all loading and shipping costs and provide equipment and labor reasonably suited for receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur the Goods at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to BuyerDelivery Point. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Sellermay, in its sole discretion, determines that any part without liability or penalty, make partial delivery of Goods should be held for Buyer’s accountto Purchaser. Each delivery will constitute a separate sale, Seller may invoice Buyer and Purchaser will pay for the Goodsunits delivered whether such delivery is in whole or partial fulfillment of Purchaser’s purchase order. Title to, as well as and risk of loss of, or damage to, the Goods passes from Seller to Purchaser upon Seller’s delivery of the Goods at the Delivery Point. If for storage. Storage fees any reason Purchaser fails to accept delivery of any of the Goods on the date fixed pursuant to Seller’s notice that the Goods have been delivered at the Delivery Point, or if Seller is unable to deliver the Goods at the Delivery Point on such date because Purchaser has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Goods will pass to Purchaser; (ii) the Goods will be at deemed to have been delivered; and (iii) Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship may store the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliveruntil Purchaser picks them up, and such notice Purchaser will constitute be liable for all related costs and expenses (including, without limitation, storage fees charged by Seller or a valid tender of deliverythird party and insurance costs). Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor Purchaser is responsible for any loss and all licenses and consents associated with shipment of goods or damage in transit, so long as export of technical information and will provide any such required approvals/licenses to the Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of prior to delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms (per Incoterms® 2020) are stated of goods under the Order must be made in the quantities and on each the dates specified by Buyer, and any failure of Seller to provide the same shall be a material breach of this Contract. Partial shipments shall be allowed only if expressly indicated in the Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless Unless otherwise specified in writingthe 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. All shipping dates Seller acknowledges that Buyer’s production and marketing schedules are approximate; production will based in part upon the delivery/completion date(s) specified in the Order. Time and place of delivery are, therefore, of the essence with respect to Xxxxxx’s performance under the Order. Any provision in the Ord er or subsequent agreement by Buyer for installment deliveries of the items specified in the Order shall not begin until receipt by be construed as a waiver of this requirement or as severing Seller’s obligations for full, on-time delivery of all items specified in the Order. If Seller of reasonably determines in good faith that it either cannot or may not complete manufacturingdelivery or performance at the specified time and place or in the specified manner, shippingSeller 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 credit information. Tender notwithstanding that Seller’s failure to effect conforming delivery or performance may be or is the result of Force Majeure, as defined in Section 10, Seller’s failure to effect conforming delivery is deemed of goods or performance of services shall entitle Buyer, at Buyer’s sole option and without any liability to occur at 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 earliest of (A) following: revoke any prior acceptance of shipment a partial delivery or performance by designated shipperSeller, (B) allocation of Goods to Buyer return at location other than Seller’s locationrisk and expense all or any part of items delivered in partial satisfaction of the Order, (C) delivery to Buyer’s representative or designeecancel the Order, or (D) mailing to receive a refund of an invoice any amounts paid to Buyer. Xxxxx agrees Seller pursuant to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to the Order for any interest of Seller reserved to secure Buyer’s payment or performance items returned to Seller, even if freight is included to require Seller to promptly correct all defects in delivery or prepaidperformance 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 purchases. If in order to comply with Xxxxx’s required delivery date it becomes necessary for Seller holds Goods at Buyer’s instruction to ship the items by a more expensive mode of transportation than specified in the Order, any increased transportation cost resulting therefrom shall be paid for by Seller unless the necessity for such rerouting or because Xxxxx expedited handling has failed to supply shipping instructions or because Seller, been requested in its sole discretion, determines that any part of Goods should writing by Xxxxx. Overshipments may be held for Buyer’s account, Seller may invoice returned by Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructionsexpense, Seller may, at its option, ship the Goods to or retained by Buyer at the address specified no increase in price. Unless specifically indicated in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make Order, payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt may be made after acceptance of the initial shipment. Buyer may not make any deduction from any payment due because of loss goods or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedservices.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s shall take place carriage paid to the address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of time or within the period stated in the confirmation order. Each shipment should be accompanied by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of a signed packing list provided by Sellerstating the order number and if applicable TT OKROGLICA’s description of the delivered goods, article number and the number of products. Title to Goods will pass to Buyer on tender Transfer of delivery, subject to Seller’s right to stop Goods in transit title The ownership of and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer the risk for the Goods, as well as for storage. Storage fees will be goods are transferred to TT OKROGLICA at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer moment of receipt at the address specified stated in article 5, without prejudice to any right of rejection of the goods after receipt thereof (article 7) Rejection If the goods delivered or the work done by the contracting party is not in accordance with the order, TT OKROGLICA is entitled to reject the goods delivered or the work done. Should TT OKROGLICA reject the goods or work, the contracting party shall be obliged within 14 days, either to substitute the goods, as yet to do the work in accordance with the order, or to refund the price, according to TT OKROGLICA wishes and without prejudice to TT OKROGLICA right to demand full damages for loses incurred and without TT OKROGLICA right top partially or completely cancel further execution of the order, if TT OKROGLICA should so wish. In the event of the latter TT OKROGLICA shall not be held liable for damages of any sort whatsoever and TT OKROGLICA shall retain the right to claim full damages. Following rejection of the delivered goods, TT OKROGLICA shall store said goods or have them stored, for the account of the contracting party and at the contracting party’s own risk. The ownership of these rejected goods shall be transferred to the contracting party as soon as either the goods have been substituted or TT OKROGLICA have been paid the damages resulting from rejection. Packaging The goods should be packed in such a way that, if transported in a normal way, they arrive at their destination in good condition and can be unloaded and stored in the applicable Order and invoice Buyer for customary manner. For materials TT OKROGLICA is having special packaging instructions the Goodscontracting party must respect them. Xxxxx agrees to make payment Costs of such invoice when due under packaging are included in price of goods. If loan packaging is used, this Agreementshould be stated separately in the consignment note. Buyer will accept and pay for partial deliveries Loan packaging must be send back at the Agreement prices account and termsrisk of the contracting party, if not that can be done by TT OKROGLICA at the account and risk of contracting party. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and TT OKROGLICA have any costs with recycling of packaging such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims costs will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedcharged to contracting party. Packaging material can only be charged to TT OKROGLICA following explicit prior agreement with TT OKROGLICA in writing.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt . All prices are F.O.B. the location of FireRock or Manufacture’s facility (as applicable), unless otherwise specified by Seller of complete manufacturing, shipping, and credit informationFireRock. Tender of delivery is deemed to occur at the earliest of (A) acceptance Acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer, whichever first occurs, shall constitute “Delivery” of the Goods. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt Risk of packing list provided by Seller. Title to loss of the Goods will pass passes to Buyer on tender Delivery, and Buyer shall be deemed to have accepted the Goods unless Buyer notifies FireRock in writing within thirty (30) days of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insuranceDelivery. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods notify FireRock of any error or other discrepancy with respect to Buyer at the address specified in the applicable Order and invoice Buyer for Buyer’s order or the Goods, Buyer shall have waived the right to reject such Goods and FireRock shall have no further obligation or liability with respect to such Goods or Buyer. Xxxxx agrees Upon payment in full, title shall pass to make payment of such invoice when due under this AgreementBuyer. In no event shall Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention be entitled to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because hereunder by reason of loss or damage to Goods in transit. If Xxxxx makes a Upon the written requestrequest of Xxxxx, SellerFireRock, in at its sole discretiondiscretion and Xxxxx’s expense, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor carrier for any loss or damage in transit, so long as Seller receives the provided that such claim is received by FireRock within five two (52) calendar days of delivery of the GoodsGoods to Buyer. All Any such claims will must be waived unless accompanied by a delivery receipt, signed by freight vendorcarrier’s agent at time of delivery, on which receipt the loss or damage has been noted. In the absence of directions, the Goods will be shipped by the method and via the carrier selected by either FireRock or Manufacturer (as applicable). Delivery by truck will be made to the nearest points reasonably accessible by truck as determined by the driver. Buyer will unload and store, or furnish and pay for any necessary labor to unload and store, the Goods, and neither FireRock, the carrier, the driver nor Manufacturer have any obligation to unload or store the Goods. Buyer shall note loss or damage on truck shipments upon the delivery ticket returned to FireRock or Manufacturer (as applicable), or such claims shall be waived.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each OrderSection 5.1 BARGE DELIVERY. All Orders must include Buyer’s or forwarder’s address and are assumed The coal shall be delivered to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur Buyer F.O.B. barge at the earliest following points (the "Delivery Point"), the Evansville Xxxxxxxx Xxxx, xx xxxx xxxxx 000.0 on the Ohio River or the Yankeetown Dock, at mile point 772.5 on the Ohio River. Seller may deliver the coal at a location different from the Delivery Point, provided, however, that Seller shall reimburse Buyer for any resulting increases in the cost of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery transporting the coal to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer's generating stations. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by SellerBuyer shall retain any resulting savings in such transportation costs. BLACK BEAUTY COAL COMPANY LG&E CONTRACT #LGE 02012 KU CONTRACT #KUF02857 Title to Goods and risk of loss of coal sold will pass to Buyer on tender of delivery, subject and the coal will be considered to be delivered when barges containing the coal are disengaged by Buyer's barging contractor from the loading dock. Buyer or its contractor shall furnish suitable barges in accordance with a delivery schedule provided by Buyer to Seller’s right to stop Goods in transit and to any interest of . Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept shall arrange and pay for partial deliveries all costs of transporting the coal from the mines to the Delivery Point and loading and trimming the coal into barges to the proper draft and the proper distribution within the barges. Buyer shall arrange for transporting the coal by barge from the Delivery Point to its generating station(s) and shall pay for the cost of such transportation. For delays caused by Seller in meeting the scheduling of shipments with Buyer's barging contractor, Seller shall be responsible for any demurrage or other penalties assessed by said barging contractor (or assessed by Buyer) which accrue at the Agreement prices Delivery Point, including the demurrage, penalties for loading less than the minimum of 1,500 tons per barge, or other penalties assessed for barges not loaded in conformity with applicable requirements. Buyer shall be responsible to deliver barges in as clean and termsdry condition as practicable. If Seller shall require of the loading dock operator that the barges and towboats provided by Buyer declares or indicates an intention Buyer's barging contractor be provided convenient and safe berth free of wharfage, dockage and port charges; that while the barges are in the care and custody of the loading dock, all U.S. Coast Guard regulations and other applicable laws, ordinances, rulings, and regulations shall be complied with, including adequate mooring and display of warning lights; that any water in the cargo boxes of the barges be pumped out by the loading dock operator prior to loading; that the loading operations be performed in a workmanlike manner and BLACK BEAUTY COAL COMPANY LG&E CONTRACT #LGE 02012 KU CONTRACT #KUF02857 in accordance with the reasonable loading requirements of Buyer and Buyer's barging contractor; and that the loading dock operator carry landing owner's insurance with basic coverage of not accept deliveryless than $300,000, Seller mayand total of basic coverage and excess liability coverage of not less than $1,000,000, at its option, give written notice and provide evidence thereof to Buyer that Seller is ready and willing to deliver, and such notice will constitute in the form of a valid tender certificate of delivery. insurance from the insurance carrier or an acceptable certificate of self-insurance with requirement for 30 days advance notification of Buyer must report any shortages in shipments within three (3) calendar days the event of receipt termination of or material reduction in coverage under the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedinsurance.

Delivery. Time is of the essence for Delivery terms (per Incoterms® 2020) are stated and all other obligations arising herein. “Delivery Date” and/or “Dock Date” shall mean the date Supplier is required to deliver the Product to the locations designated on each Buyer’s Purchase Order. All Orders must include Buyer’s If Supplier does not meet the scheduled Delivery Dates, and Supplier fails to demonstrate to Buyer that it has taken best commercial efforts to comply with meeting the Delivery Dates, then Buyer may, at its option cancel this Purchase Order, or forwarder’s address and are assumed to authorize immediate release upon ready-to-any part of this Purchase Order without incurring any liability. If Xxxxx requests expedited shipment of any late deliveries, Supplier will be responsible for shipping cost. Supplier will not ship status ahead of the scheduled Delivery Date unless otherwise specified authorized by Xxxxx in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller mayre- turn, at its option, ship all unauthorized early shipments to Supplier at Supplier’s expense. Payments for early shipments unauthorized by Buyer will be postponed until the Goods applicable due date after the scheduled Delivery Date. Supplier, when it has reason to believe that deliveries will not be made as scheduled, will provide immediate written notice to Buyer at setting forth the address specified cause of such anticipated delay. Supplier shall be, in addition to any other remedy available to Buyer, liable for Xxxxx’s documented additional expenses due to its failure to deliver in the applicable event that it fails to provide such notice. Notwithstanding the above, neither Buyer or Supplier will be liable for delays or defaults due to fires, floods, earthquakes, riots, storms or acts of civil or military authority and without their fault or negligence. In the event that any such condition exists as to Supplier, Buyer may at its option, cancel affected Purchase Order in whole or in part. All internationally shipped products will be shipped under "FCA Suppliers Facility (Incoterms 2010)". Products shipped under domestic transport may be FCA or other Incoterm agreed between Supplier and invoice Buyer Jabil. For FCA terms, Supplier must utilize the carriers or forwarder provided in Jabil’s shipping guidelines for the Goodstransit from Supplier’s facility to the Jabil’s receiving dock. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay Supplier must utilize Jabil’s specified transportation agent for partial deliveries at the Agreement prices and termsall shipments. If Supplier uses any other transportation agent, Supplier will reimburse Jabil for any additional costs incurred for transportation. If no transportation agent is specified, Supplier will use a transportation agent acceptable to Jabil. Title shall be transferred to Jabil upon the physical delivery of the Products to the final destination designated on Jabil's Purchase Order . Jabil assumes risk of loss for Products when Products have been received by Jabil’s carrier or forwarder. In the event a tooling Delivery is delayed, and it is estimated that such delay will exceed more than 25% of the agreed completion Date/Delivery time, Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report option cancel this Purchase Order without incurring any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedliability.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address Seller shall use its best efforts to make deliveries in the quantities and are assumed to authorize immediate release upon ready-to-ship status unless otherwise at the times specified in writingthis order. All Unless the Buyer specifies shipping dates instructions, which have been agreed to by the Seller, shipment and delivery will be made by the carrier and in the manner designated by the Seller to the CIP Destination. Seller shall not be liable for delays or defaults in deliveries due to causes beyond Seller's control and without its fault or negligence. If the Buyer elects to delay shipment of the goods for an extended period of more than thirty (30) days from notice that the goods are approximate; production ready to be shipped, Buyer will not begin until receipt by Seller of complete manufacturing, shippingbe charged for the goods in full as if shipped/delivered and installed/accepted, and credit information. Tender of delivery is deemed to occur at will furthermore be charged daily storage fees as long as the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than goods remain in Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaidpossession. If Seller holds Goods upon receipt the Buyer elects to delay installation of the goods for an extended period of more than thirty (30) days from delivery of the goods at Buyer’s instruction or because Xxxxx has failed destination, Buyer will be charged for the goods in full as if fully installed and accepted. Should Buyer fail to supply shipping instructions or because Sellercomply, in its sole discretion, determines that any part Seller retains the right to sell the goods to a third party and produce a new set of Goods should be held for good to fulfill Buyer’s accountorder. Failure of the deliveries to be installed by Buyer at their facility within a 60-day period from shipment, Seller may invoice will begin the warranty period. Further, Buyer for the Goods, as well as for storage. Storage fees will be at responsible for all replacement costs (including parts and labor) for any damaged components to the System associated with the delayed installation. In the event that a facility is not ready for installation (as defined in the respective Aerosol Jet® or LENS® Pre-Installation Agreement) upon the arrival of the Seller’s standard ratesinstallation team, Buyer will have thirty-six (36) hours to cure the deficiencies of the facility or assume liability for all expenses and costs associated with the delayed installation. Goods invoiced Acceptance of the System must occur within a reasonable time from receipt and held at any location for whatever reason installation or will be at Buyerdeemed to have occurred if Buyer is able to use and/or does use the System in a manner consistent with the System’s risk and Seller may charge for (but is not obligated to carry) insuranceInstallation Checklist. If the Buyer fails to provide shipping instructionspurchases an Advanced Application Workshop or other professional services offering, Seller maythe Buyer must use the Workshop or services within six (6) months of the order date or shipment date, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and termswhichever is later. If the Buyer declares purchases a service plan, any modification or indicates an intention change made to not accept deliverythe System by the Buyer, Seller maywithout the Seller’s consent, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt cause for immediate termination of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedplan agreement.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted. Reftekk does not ship copper tubing via LTL due to risk of damage. If Buyer requests LTL shipment for copper tubing to reduce freight costs, Buyer is solely responsible for any damage that occurs during transit. No refunds of any kind will be provided for LTL shipments.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each OrderThe estimate will indicate proposed lead times for the work to be delivered. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery This is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipmentdeposit, clearance of funds and availability of materials. Buyer By accepting the estimate, you are agreeing to the delivery timescales. CCB will always endeavour to quote reasonable time scales that should suit the Client. OWN MEASUREMENTS SUPPLIED If the Client provided the required measurements, then all items subsequently made will be done so in accordance with them. CCB can take no responsibility for any mistakes arising from inaccurate or incorrect measuring by the Client. If such errors can be rectified, they will be done at an additional cost to the customer. OUT OF STOCK PRODUCTS CCB cannot be held responsible for any products going out of stock between quotation acceptance and material purchase. Any monies received for such an order will be refunded. COMPLETION DATE The Client will be notified when the items have been completed and this will be deemed as the COMPLETION DATE. Finished goods will be delivered at an agreed time with the Client within 14 days of this completion date. The balance of payment will be due before or on the day of delivery (unless another agreement is arranged). At this point, the Client will be required to check the goods and payment is acceptance of the work carried out. The property and ownership of the goods remains with CCB until the Client has paid for them in full. FABRICS AND CARE Where the customer supplies the fabric, CCB cannot accept responsibility for any flaws, faults or inconsistency of pattern. Where possible CCB will work round such problems but extra work or fabric required to do so will be paid for by the customer. Fabric should be clearly marked with the right/wrong side and pattern direction. A surcharge is applied for non-supply of fabric by CCB. All fabrics chosen should be handled with care. Advice for their suitability for washing/dry cleaning can be sought from the Fabric supplier. However, when a combination of fabrics has been used (e.g. lining or trimmings applied) rates of shrinkage can differ or be pulled out of shape. CCB suggests ALL fabrics be treated as dry clean only unless otherwise stated and can take no responsibility for any damage occurred to items cleaned in the wrong manner. Interlined curtains may not make be dry cleanable in which case, gentle vacuuming is recommended. CCB will endeavour to match the correct fabric with customers requirements and assess its suitability for the environment in which it will be placed. CCB can take no responsibility for fabric behaviour once it is has been installed in place. Any shrinkage due to high humidity, improper cleaning or any deduction from any payment due because of loss other reason, or damage or mis-shaping arising from mishandling or other improper use will not be the fault of CCB. FIXTURES AND FITTINGS FOR WINDOW TREATMENTS CCB can advise on fixtures and fittings. CCB can take no responsibility for any damage to Goods property during or after the attachment of such fixtures or fittings by the customer or customers representative. The fitter supplied by CCB is independent and takes responsibility under their own insurance. All blinds will be supplied with safety bead chain/cord boxes. All fittings are in transitaccordance with current BS safety standards and legislation. Should you, the Client, refuse fitting of the safety boxes or remove them once the fitter has left the premises, CCB takes no responsibility for injury or death as a result. Cord and chains will be fitted at the set height according to the product and will not be altered. If Xxxxx makes a written requestthe Client, Selleralters these in anyway, in its sole discretion, may agree CCB takes no responsibility for injury or death as a service result. Please ensure the area is clear and safe for the fitter to Buyer work. If the client wishes to process Xxxxx’s claim against change curtain poles/tracks or other such fittings after precise measurements have been taken by CCB, then the freight vendor for customer MUST inform CCB, also if the floor or any loss or damage surfaces have been changed to affect original measurements taken. This must be done in transitwriting and CCB will take new measurements. If any change in dimensions results in extra work being required to ensure the window treatments fit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims then a charge will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt incurred based upon the loss or damage has been notedcurrent hourly rate.

Delivery. Delivery terms In the event of the Purchaser returning or failing to accept any delivery of the Goods in accordance with the Contract the Seller shall be entitled at his option either to deliver and invoice the Purchaser for the balance of Goods then remaining undelivered or to suspend or cancel further deliveries under the Contract. The Seller shall be entitled to store at the risk of the Purchaser any Goods which the Purchaser refuses or fails to accept and the Purchaser shall pay all costs of such storage and any additional costs of carriage incurred as a result of such refusal or failure. Subject to the provisions of clause 6.4 (per Incoterms® 2020where appropriate) the Goods shall unless delivered by the Seller's own transport or by a carrier on behalf of the Seller be deemed to have been delivered and risk to have passed to the Purchaser upon their transfer to the carrier named by the Purchaser or (in the case of delivery ex works) upon the Seller notifying the Purchaser that the Goods are stated available for collection. In the case of the Contract or any order involving more than one delivery if default is made in payment on each Orderthe due date the Seller shall have the right to suspend all or any further deliveries pending payment or to terminate the Contract in its entirety by notice in writing to the Purchaser. All Orders must include Buyer’s or forwarder’s address Subject to the Purchaser having paid for the Goods in full, delivery of the Goods shall be made by the Purchaser collecting the Goods at the Seller's premises at any time after the Seller has notified the Purchaser that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place. Any dates quoted for delivery of the Goods are approximate only and are assumed to authorize immediate release upon ready-to-ship status the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless otherwise specified previously agreed by the Seller in writing. All shipping dates The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Purchaser. Where the Goods are approximate; production will to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Purchaser in respect of any one or more instalments shall not begin until receipt entitle the Purchaser to treat the Contract as a whole as repudiated. SPECIFICATIONS BY THE PURCHASER The Purchaser shall indemnify and keep indemnified the Seller against all claims, costs, damage and expenses incurred by or for which the Seller may be liable as a result of complete manufacturing, shipping, and credit informationthe carrying out of any work required to be done on or to the Goods in accordance with the requirements or specifications of the Purchaser involving any infringement or any intellectual property right vested in another person firm or company. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation The sale of Goods shall not by implication or otherwise convey any licence under any patent relating to Buyer at location the product or compositions thereof and the Purchaser expressly assumes all risks of patent infringement by reason of the Purchaser's use or sale of the goods singly or in combination with other than Seller’s locationmaterials or in any processing operation whatsoever. The Purchaser warrants that any design or instructions furnished or given by him shall not be such as will cause the Seller to infringe any letters, (C) delivery to Buyer’s representative patents, registered design, trademark or designee, or (D) mailing trade name in the execution of an invoice to Buyerthe Contract. Xxxxx agrees to provide The Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s reserves the right to stop Goods make any changes in transit and to any interest the specification of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods which are required to Buyer at conform with any applicable safety or other statutory requirements or where the address specified in Goods are to be supplied to the applicable Order and invoice Buyer for the GoodsSuppliers specification, which do not materially affect their quality or performance. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted9.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each The Buyer may take delivery from the Port of Entry or, if so specified in the Order. All Orders must include , Geosynthetics Australia will deliver the Goods to the Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writingnominated delivery address. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery If no person is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of address upon delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods Geosynthetics Australia may (at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion) instruct the carrier to wait for a person to arrive, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship leave the Goods to Buyer at the address specified (which shall be deemed to constitute delivery) or return them to an appropriate storage area for future delivery. The Buyer must pay Geosynthetics Australia’s reasonable costs in taking any of these actions, including waiting charges, costs of returning the applicable Order goods, storage and invoice future delivery. The Buyer warrants that Geosynthetics Australia or its carrier is entitled to deliver and deposit the Goods at kerbside or at the nominated address and that the Buyer has obtained all permissions from any local council or other authority necessary for the GoodsBuyer to validly authorise the delivery of the Goods without breach of any laws or regulations. Xxxxx agrees to make payment of such invoice when due under this Agreement. The Buyer will accept take all responsibility for delivery being effected in accordance with this Clause and pay for partial deliveries at will indemnify Geosynthetics Australia against any liability to the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages third party in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of connection with delivery of the Goods. Delivery occurs when the Buyer, its carrier or agent takes possession of the Goods at Geosynthetics Australia warehouse, or alternatively when the Goods have been left at or near the nominated delivery address, as the case may be. The Buyer must pay Geosynthetics Australia the delivery costs specified in the Order or quotation. Offloading on site is the Buyer’s responsibility. The Buyer should ensure that it has facilities to unload the Goods and facilitate delivery. The Buyer or the Buyers’ representative accepts the Goods by signing an appropriate delivery note. Where the Buyer or the Buyers’ representative is not available at the delivery address to sign and accept delivery of the Goods, then Geosynthetics Australia’s carrier’s confirmation of delivery shall be sufficient evidence of delivery and acceptance of the correct quantity of Goods delivered to the Buyer. All claims delivery dates quoted to the Buyer by Geosynthetics Australia for the supply of Goods (including but not limited to any delivery date(s) specified in the Order) are estimates given in good faith only and are not binding on Geosynthetics Australia. Geosynthetics Australia will not be waived unless accompanied by a delivery receipt, signed by liable for any Loss due to delay or non-delivery. The Buyer acknowledges that Geosynthetics Australia subcontracts freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedGoods to freight carriers and consents to this subcontracting.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified The Parties agree that the default manner in writing. All shipping dates are approximate; production which the Product will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods be provided to Buyer is by picking up the Order at location other than Seller’s locationbusiness. If Xxxxx does not pick-up or arrange shipping within two weeks of notification from Seller that the Order is complete, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide pay a storage fee of $50.00 per day. In the event the Parties agree that the Order will be shipped, the following terms apply. Seller with defined shipping instructions within seven shall deliver the Order to the agreed upon location (7“Delivery Point”) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to using Seller’s right to stop Goods in transit standard methods for packaging and to any interest of shipping such Order. Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Sellermay, in its sole discretion, determines that without liability or penalty, make partial shipments of Order to Buyer. If for any part reason Xxxxx fails to accept delivery of Goods should be held for Buyer’s account, Seller may invoice Buyer for any of the Goods, as well as for storage. Storage fees will be at Order on the date fixed pursuant to Seller’s standard rates. Goods invoiced and held notice that the Order have been delivered at any location for whatever reason will be the Delivery Point, or if Seller is unable to deliver the Order at Buyer’s risk and Seller may charge for (but is the Delivery Point on such date because Buyer has not obligated to carry) insurance. If Buyer fails to provide shipping provided appropriate instructions, Seller maydocuments, licenses, or authorizations: risk of loss to the Order shall pass to Buyer; the Order shall be deemed to have been delivered; and Seller, at its option, ship may store the Goods to Buyer at the address specified in the applicable Order until Xxxxx picks them up, and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept be liable for all related costs and pay expenses including, without limitation, storage and insurance. Seller shall not be liable for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give any non-delivery of Order even if caused by Seller’s negligence unless Xxxxx gives written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments the non-delivery within three (3) calendar 2 days of receipt the date when the Order would in the ordinary course of the initial shipmentevents have been received. Buyer may not make any deduction from any payment due because Any liability of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor Seller for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of non-delivery of the GoodsOrder shall be limited to delivering the Order within a reasonable time or adjusting the invoice respecting such Order to reflect the actual quantity delivered. All claims will be waived unless accompanied by Title and risk of loss passes to Buyer upon delivery of the Order at the Delivery Point. In the event Buyer has not paid the entire Price of the Order, and as collateral security for the Price of the Order, Buyer hereby grants to Seller a delivery receiptlien on and security interest in and to all the right, signed by freight vendor’s agent at title, and interest of Buyer in, to, and under the Order, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of delivery, on which receipt the loss or damage has been notedforegoing. The security interest granted under this provision constitutes a purchase money security interest under Chapter 1309 of the MN Uniform Commercial Code.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless Unless otherwise specified herein, delivery of the goods, and services. If any, specified herein ("Goods") shall be F.O.B. point of shipment. Any delivery date specified herein is approximate only. Seller assumes no liability for failure or delay in writing. All shipping dates are approximate; production will not begin performance until receipt 5 days after written notice of intention to cancel shall have actually been received by Seller, and Buyer shall be obligated to accept any conforming Goods shipped by Seller of complete manufacturing, shipping, and credit informationduring such period. Tender of delivery is deemed to occur at the earliest of (A) acceptance Acceptance of shipment by a common carrier, designated shippershipper or licensed public truckman, (B) or allocation of Goods to Buyer at location premises other than Seller’s location, (C) 's delivery to Buyer’s 's representative or designeedesignee (if Seller's trucks and drivers effect such delivery), or (D) mailing of an invoice by Seller to Buyer, whichever of the foregoing first occurs, shall constitute tender of delivery. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on Upon tender of delivery, title shall pass to Buyer, subject to Seller’s 's right to stop Goods of stoppage in transit and to any interest of Seller reserved to secure Buyer’s 's payment or performance performance. In the instance of Goods held subject to SellerXxxxx's instructions, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because for which Xxxxx has failed to supply shipping instructions instructions, or because in any case where Seller, in its sole discretion, determines that any part of the Goods should be held for Buyer’s 's account, Seller may invoice the Goods and Buyer for agrees to make payment at the Goods, as well as for storage. Storage fees will be at Seller’s standard ratesmaturity of the invoice so rendered. Goods invoiced and held at any location location, for whatever reason will reason, shall be at Buyer’s 's risk and Seller may charge for (but is not obligated to carry) insuranceinsurance and sto e at prevailing rates. If Partial deliveries shall be accepted by Buyer fails to provide shipping instructions, Seller may, and paid for at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement contract prices and terms. If When Buyer declares has declared or indicates manifested an intention not to not accept deliverydelivery in accordance with any order, no tender shall be necessary but Seller may, at its option, give written notice in writing to Buyer that Seller is ready and willing to deliver, deliver and such notice will shall constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.00 0-000-000-0000

Delivery. Delivery terms (per Incoterms® 2020) are stated on each OrderTIME IS OF THE ESSENCE IN THE DELIVERY OF ALL PRODUCTS AND SERVICES. All Orders must include Buyer’s Buyer may cancel any Order without penalty if delivery is not made by the date and time specified in the Order and such delay is not due to any action of Buyer or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status otherwise excused in accordance with this Agreement. No change in the scheduled delivery date or performance will be permitted, unless Buyer has otherwise specified agreed in writing. All Buyer’s acceptance of Products or Services after the scheduled delivery date shall not be deemed to be a waiver of Buyer’s rights with respect to such late delivery, nor shall it be deemed a waiver of Seller’s obligation to comply with future scheduled delivery dates and times. Buyer’s schedules are based upon the delivery dates shown on the face of the Order. The Products or Services shall be delivered in the quantities and on the dates or on expiry of the periods specified in the Order to the place(s) named therein at the risk of the Seller, but in no event shall the Products be shipped before the earliest shipping dates are approximate; production will not begin until receipt by Seller date specified on the face of complete manufacturing, shippingthe Order. The Products shall be properly packed and secured in such manner as to reach their destination such that upon arrival they conform in all respect with the Order, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of a packing list provided by Sellerslip shall accompany each parcel. Title to Goods will the Products shall pass to the Buyer on tender the earlier of delivery, subject payment and delivery to Seller’s right to stop Goods the Buyer or its agents. Transfer of such title shall not in transit and to any interest of Seller reserved to secure way prejudice Buyer’s payment or performance to Seller, even if freight is included or prepaidrights of rejection. If Seller holds Goods at Buyer’s instruction any or because Xxxxx has failed all of the Products are not delivered on the date(s) specified in the Order, the Buyer shall be entitled to supply shipping instructions accept or because Seller, in its sole discretion, determines that reject any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be such Products and return rejected Products at Seller’s standard ratesrisk and expense without prejudice to any other of its rights. Goods invoiced Buyer shall also be entitled to recover from the Seller any monies paid by the Buyer in respect of such returned Products together with any additional expenditure reasonably incurred by the Buyer in obtaining other products in replacement. Notwithstanding any language to the contrary on the Proof of Delivery (“POD”), signing a POD only signifies that a shipment was received by Buyer or its agent(s). Buyer shall have thirty (30) days to review the contents of the shipment and held at any location if no claim is made within such thirty (30) days, this will signify that the delivery was as indicated on the POD; provided, however, that Buyer will always be able to file a claim as to the quality of the Products delivered, and Seller recognizes that the quality may not be ascertainable until the Products are used. This Agreement contains specific brand identifiers for whatever reason most items. Carnival expects that all items delivered will be at Buyer’s risk of the correct brand and item specification. In the event that Seller may charge for (but cannot deliver the contracted brand, the Buyer must be notified immediately. In the event that a brand is delivered that is not obligated to carry) insurance. If Buyer fails to provide shipping instructionsthe contracted brand and there is no prior written approval from the Buyer, Seller mayagrees that Buyer shall treat such Products, at its option, ship the Goods as test samples which are free of charge to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedBuyer.

Delivery. Delivery terms Any statements relating to the date of delivery or availability for pickup of the Products (per Incoterms® 2020as defined below) are stated on each Order. All Orders must include Buyerrepresent SELLER’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will best estimate, but is not begin until receipt by Seller of complete manufacturing, shippingguaranteed, and credit informationSELLER shall not be liable for any losses, costs, expenses or damages of any nature due to late delivery. Tender The Products shall be made available for pickup or delivered to the delivery point or points in accordance with the delivery terms stated in SELLER’s proposal or as otherwise agreed. If such delivery is prevented or postponed by reason of Force Majeure (as defined below), SELLER shall be entitled at its option to tender delivery to PURCHASER at the point or points of manufacture, and in default of PURCHASER’s acceptance of delivery to cause the Products to be stored at such a point or points of manufacture at PURCHASER’s expense. Such tender, if accepted, or such storage, shall constitute delivery for all purposes of this agreement. If shipment is deemed postponed at request of PURCHASER, or due to occur at delay in receipt of shipping instructions, payment of the purchase price shall be due on notice from SELLER that the Products are ready for shipment. Handling, moving, storage, insurance and other charges thereafter incurred by SELLER with respect to the Products shall be for the account of PURCHASER and shall be paid by PURCHASER when invoiced. In addition to the foregoing, SELLER reserves the right to charge a fee of one percent (1%) of the full purchase price for each week, or part thereof, in delay by PURCHASER to pick up the Products after notice of availability for pickup or notice of delivery has been given, as applicable. At the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than SellerPurchaser’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because Products or SELLER fulfilling its delivery obligation, PURCHASER shall promptly examine the Products and the Products shall be reputed to be accepted by PURCHASER, unless written notice of loss defect or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim nonconformity is received by SELLER within five thirty (530) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedthereof.

Delivery. Delivery terms (The object of the Seller’s delivery obligation is described in the order confirmation. The Seller’s obligation to deliver is strictly limited to this object. The Buyer acknowledges the quality descriptions on the order confirmation that determine the Seller’s delivery obligation and, in the absence of such descriptions, having requested sufficient clarification from the Seller before placing the order. The delivery periods are specified in the order confirmation and are approximate. Any specified delivery period is for informative purposes only. The information provided by the Seller regarding the shipment and progress with the shipment of the goods is informative and does not bind it. Any delay in delivery does not entitle the Buyer to claim compensation or to legally cancel the order. The goods are delivered in accordance with Incoterms version 2010, as stated in the order confirmation. In the absence of a specified Incoterm in the order confirmation, delivery will be made CFR Destination Port. Unless explicitly excluded in the order confirmation, the Seller may proceed with partial shipments. The Buyer must take receipt of the goods delivered by the Seller at the agreed time, or at the time specified by the Seller if delivery is delayed. If the Buyer does not take receipt of the goods, it will owe an amount of €20.00 per Incoterms® 2020) are stated on each Orderm3 per month during the delay period for storage costs by operation of law and with no notice of default. All Orders must include If the Seller has justified doubts about the Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturingcreditworthiness at any time, shipping, and credit information. Tender of delivery is deemed to occur at it expressly reserves the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s demand advance payment or performance other securities for deliveries still to Sellerbe made, even if freight is included all or prepaidpart of the goods have already been shipped. If Seller holds Goods at The Buyer’s instruction refusal to agree to this entitles the Seller to terminate all or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s accountthe agreement, Seller may invoice without the Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated being entitled to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedcompensation.

Delivery. Delivery terms [Buyer’s receiving dock at its warehousing facility located at ] [Supplier’s Supplier shall deliver the Products Ex Works loading dock located at ] (per Incoterms® 2020Incoterms 2018) are stated on each by the delivery due date identified in the Purchase Order. All Orders must include Buyer’s Products may not be delivered early, or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location any quantities other than Sellerthat identified in the Purchase Order, without Xxxxx’s locationprior written consent. Tooling Tooling shall be held by Supplier solely on a bailment-at-will basis. Only Buyer has any right, (C) delivery title or interest in and to BuyerTooling, except for Supplier’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of deliverylimited right, subject to SellerXxxxx’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for to use the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified Tooling in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment performance of such invoice when due Supplier’s obligations under this Agreement. Supplier shall not use the Tooling for any other purpose. Supplier shall not commingle Tooling with the property of Supplier or any other person and shall not move any Tooling from Supplier’s premises without the prior written approval by Buyer. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its optionany time, give written for any reason and without payment of any kind, retake possession of any Tooling without the necessity of payment or notice to Supplier, or a hearing or a court order, which rights, if any, are waived by Supplier. Upon Xxxxx’s request, Tooling will be immediately released to Buyer that Seller is ready and willing or delivered to deliverBuyer by Supplier. Supplier’s continued holding of Tooling after demand has been made by Buyer for delivery will substantially impair the value thereof, and, accordingly, Buyer will be entitled to a court order of possession without any need or proving damages or a bond. To the fullest extent permitted by law, Supplier shall not allow any lien or other encumbrance to be imposed on or attach to the Tooling through Supplier or as a result of Supplier’s action or inaction, and Supplier hereby waives any lien or other encumbrance that it may have or acquire in the Tooling. Supplier acknowledges and agrees that (i) Buyer is neither the manufacturer of the Tooling nor the manufacturer’s agent, (ii) Buyer is bailing Tooling to Supplier for Supplier’s benefit, (iii) Supplier has inspected the Tooling and is satisfied that the Tooling is suitable and fit for its intended purposes, of which Supplier is aware, and (iv) BUYER HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WHATSOEVER, EITHER EXPRESS OR IMPLIED, AS TO THE FITNESS, CONDITION, MERCHANTABILITY, DESIGN OR OPERATION OF THE BAILED PROPERTY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. Notwithstanding the foregoing, if the bailment relationship described in this Section is deemed to be a secured financing transaction, Supplier grants to Buyer a continuing security interest in any rights or interests it may have in the Tooling. Supplier may not charge Buyer for the cost of manufacturing or procuring any Tooling unless Xxxxx agrees in writing to reimburse Supplier for Supplier’s actual reasonable costs of manufacturing or procuring such notice will constitute Tooling (a valid tender of delivery"Reimbursement Authorization"). Buyer must report any shortages shall pay Supplier only the actual cost of such Tooling, not to exceed the authorized amount, if any, stated in shipments within three (3) calendar days of receipt of the initial shipmentapplicable Reimbursement Authorization. Buyer may not make any deduction from any payment due because Supplier shall bear all risk of loss or of and damage to Goods Tooling. Supplier shall, at its own expense, for the benefit of Buyer, insure all Tooling with full and extended coverage for all losses, for its full replacement value, in transitaccordance with the terms of Section. If Xxxxx makes As and when it is commercially reasonable to do so, Supplier shall, at its sole cost and expense, maintain, repair, refurbish and replace Tooling. All replacement parts, additions, improvements, and accessories for such Tooling will automatically become Buyer’s property upon their incorporation into or attachment to the Tooling. All replacements of Tooling will also be Xxxxx’s property. Supplier shall replace any missing components of or inserts to any Tooling. Supplier will maintain a written requestinventory of all Tooling that sets forth a description and the location of all Tooling, Seller, in its sole discretion, may agree as and provide a service copy of this inventory to Buyer upon request. Supplier shall mark all Tooling permanently and conspicuously to process identify it as the property of Buyer, and indicate Xxxxx’s claim against name and address. Supplier shall immediately sign any documents reasonably requested by Xxxxx to evidence all of Buyer’s rights to and interests in Tooling. Supplier grants to Buyer a limited and irrevocable power of attorney, coupled with an interest, to execute and record on Supplier’s behalf any documents with respect to Tooling that Buyer determines are reasonably necessary to reflect Xxxxx’s interest in the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedTooling.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s forwarder address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, designee or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, deliver and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed Buyer is to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by give Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt a reasonable time before shipments are to be made. Materials are sold for any specific job upon representation that they are purchased for use in the work represented by the Buyer. If the materials are used for any other work, or resold for use in any work, or disposed of packing list provided for any other purpose, Seller shall incur no liability and Seller may terminate this agreement. Any claims for delays encountered on the job by Xxxxx that may be caused by the Seller’s delay in deliveries will not be allowed, as all deliveries by the Seller are made to the best of its ability and dispatch. Title Xxxxxx agrees to Goods will pass make truck delivery as requested by Xxxxx, and then only to Buyer on tender of delivery, subject point accessible to Seller’s right truck. If materials are required to stop Goods be dumped on street, Buyer must first secure permit to do so, in transit the event Buyer orders delivery beyond curb line, Seller will not assume liability for damage to sidewalks, driveways or other property, and Xxxxx hereby agrees to any interest indemnify and hold Seller harmless against all liability, loss and expense including reasonable attorney’s fees incurred as a result of Seller reserved to secure Buyer’s payment or performance such delivery, including damage to Seller's equipment and loss of time. Should Buyer decide to remove any delivered product, even if freight is included or prepaidBuyer shall first notify Seller and give Seller a reasonable opportunity to investigate and test the in-place product before being removed by Buyer. If Xxxxx's exceptions and claims shall be deemed waived unless Buyer submits to Seller holds Goods at Buyer’s instruction or because Xxxxx has failed a fully documented statement of claim and exceptions and presented to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar business days of after receipt of materials. When so made, Seller shall be given a reasonable opportunity to investigate and test same. Seller's liability under this agreement shall in no event exceed the initial shipmentpurchase price of the material against which claim is made. The Buyer may not make any deduction from any payment due because of loss agrees to provide suitable roadways or damage approaches to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days points of delivery when materials are to be delivered by trucks in places other than paved streets, if such suitable roadways or approaches are not provided, Seller reserves the right to stop deliveries until this condition is remedied. Materials shall be unloaded by Buyer within 30 minutes after arrival of Seller's trucks and are not to be delayed so as to affect the quality of the Goodsproduct, including the temperature of the materials being delivered. All claims Seller shall charge demurrage (Standing Time) per hour or fraction thereof at the posted rate for unloading time in excess of the 30 minute time allotment. Seller shall post the current demurrage rate onsite. A fee for returned product will be waived assessed per load unless accompanied the cause of the return or disposal is the Seller's fault. Seller reserves the right to refuse to make delivery in any instance where Xxxxxx believes delivery unsafe or impracticable or by a delivery receiptreason of any strike, signed by freight vendor’s agent at time of delivery, on which receipt the loss lockout boycott or damage has been notedpicketing or other labor disputes whether existing or threatened.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless Unless otherwise specified agreed in writing. All shipping dates are approximate; production will not begin until receipt by Seller , delivery of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance all products ordered hereunder shall be F.O.B. Point of shipment (by designated shippercommon carrier or otherwise) to KSR. Vendor shall comply with any routing instructions, (B) allocation including mode of Goods 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 Buyer at location other than Sellercomply with KSR’s location, (C) shipping or delivery instructions. Except to Buyer’s representative the extent KSR incurs liability to its customer or designeeanother third party by reason of delay in delivery of, 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 (D) mailing including reasonable attorney fees and costs of an invoice defense), Vendor shall not be responsible for delay in delivery or failure to Buyer. Xxxxx agrees manufacture or deliver items ordered hereunder due to provide Seller with defined shipping instructions within seven (7) business days following receipt causes beyond Vendor’s reasonable control, provided Vendor gives KSR prompt written or telegraphic notice of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaidsaid delay. If Seller holds Goods at Buyerfor any reason Vendor does not comply with KSR’s instruction or because Xxxxx has failed to supply shipping instructions or because Sellerdelivery schedule, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller mayKSR, at its option, ship may either approve a revised delivery schedule or cancel this Agreement without further obligation. Products shipped to KSR in advance of the Goods schedule or in excess of the quantity ordered my be returned to Buyer 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 address specified label or tag shall be six (6) inches wide and four (4) inches high) showing KSR’s part number, part name, the quantity within the package and the date of 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 insurance will be allowed or paid unless specifically agreed to in writing by KSR or otherwise stated herein to be directly incurred by KSR. Value added tax (VAT) must be shown as a separate line item on each invoice and must not be included in the applicable Order and invoice Buyer for the Goodspiece price. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer Value added tax (VAT) registration number must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, appear on which receipt the loss or damage has been notedeach invoice.

Delivery. Delivery terms The communicated delivery times are purely indicative. GC is not responsible for indirect damage resulting from late delivery or lack of delivery. If the delay in delivery lasts more than thirty (per Incoterms® 202030) are stated days, the Buyer has the right to cancel the purchase by registered letter without judicial intervention. Any advance payment made by it will be refunded. The Buyer explicitly renounces any other possible means of redress, in particular the awarding of any form of damage compensation. Compliance with GC`s delivery obligation presumes the timely and proper satisfaction of the Buyer`s obligations. GC retains the right to make partial deliveries. The partial delivery of an order may never serve as justification for the refusal to pay for the goods delivered. The goods sold shall be delivered in accordance with the Incoterms 2020 CIP, unless expressly agreed otherwise. The Buyer is obliged to receive the goods delivered by a carrier on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller behalf of complete manufacturing, shippingGC at the agreed time, and credit informationto foresee the required space so that the goods can be delivered. Tender The carrier shall deliver the goods to the ground floor of the registered office of the Buyer, unless agreed otherwise. Upon delivery, the Buyer shall sign the delivery is deemed note in acknowledgement of receipt. However, the risk shall transfer from GC to occur the Buyer at the earliest of (A) acceptance of shipment point where the goods are taken in charge by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Sellerthe carrier. Title to Goods will the goods shall only pass to the Buyer on tender when full payment (including accessories) of deliverythe invoice for the aforementioned goods has been made. The Buyer has to notify GC immediately in writing in case of attachments or other interventions of third parties so that GC is able to file an action according to § 771 ZPO (German Code of Civil Procedure). For the duration of the retention of title, subject the goods are to Seller’s be insured by the Buyer against fire, water, theft and burglary theft; the rights from these insurances will be assigned to GC which accepts these assignments. In case the Buyer resells the goods, the Buyer will grant an extended retention of title to GC. The Buyer shall however be entitled to collect this claim towards the Sub-Buyer while GC retains the right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives collect the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noteditself.

Delivery. Time is of the essence for Delivery terms (per Incoterms® 2020) are stated and all other obligations arising herein. “Delivery Date” and/or “Dock Date” shall mean the date Supplier is required to deliver the Product to the locations designated on each Buyer’s Purchase Order. All Orders must include Buyer’s If Supplier does not meet the scheduled Delivery Dates, and Supplier fails to demonstrate to Buyer that it has taken best commercial efforts to comply with meeting the Delivery Dates, then Buyer may, at its option cancel this Purchase Order, or forwarder’s address and are assumed to authorize immediate release upon ready-to-any part of this Purchase Order without incurring any liability. If Buyer requests expedited shipment of any late deliveries, Supplier will be responsible for shipping cost. Supplier will not ship status ahead of the scheduled Delivery Date unless otherwise specified authorized by Buyer in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller mayre- turn, at its option, ship all unauthorized early shipments to Supplier at Supplier’s expense. Payments for early shipments unauthorized by Buyer will be postponed until the Goods applicable due date after the scheduled Delivery Date. Supplier, when it has reason to believe that deliveries will not be made as scheduled, will provide immediate written notice to Buyer at setting forth the address specified cause of such anticipated delay. Supplier shall be, in addition to any other remedy available to Buyer, liable for Buyer’s documented additional expenses due to its failure to deliver in the applicable event that it fails to provide such notice. Notwithstanding the above, neither Buyer or Supplier will be liable for delays or defaults due to fires, floods, earthquakes, riots, storms or acts of civil or military authority and without their fault or negligence. In the event that any such condition exists as to Supplier, Buyer may at its option, cancel affected Purchase Order in whole or in part. All internationally shipped products will be shipped under "FCA Suppliers Facility (Incoterms 2010)". Products shipped under domestic transport may be FCA or other Incoterm agreed between Supplier and invoice Buyer Jabil. For FCA terms, Supplier must utilize the carriers or forwarder provided in Jabil’s shipping guidelines for the Goodstransit from Supplier’s facility to the Jabil’s receiving dock. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay Supplier must utilize Jabil’s specified transportation agent for partial deliveries at the Agreement prices and termsall shipments. If Supplier uses any other transportation agent, Supplier will reimburse Jabil for any additional costs incurred for transportation. If no transportation agent is specified, Supplier will use a transportation agent acceptable to Jabil. Title shall be transferred to Jabil upon the physical delivery of the Products to the final destination designated on Jabil's Purchase Order . Jabil assumes risk of loss for Products when Products have been received by Jabil’s carrier or forwarder. In the event a tooling Delivery is delayed, and it is estimated that such delay will exceed more than 25% of the agreed completion Date/Delivery time, Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report option cancel this Purchase Order without incurring any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedliability.

Delivery. Delivery terms (per Incoterms® 2020) The delivery date shall be as indicated in the order confirmation. The delivery terms, indicated in the order confirmation, are stated on each Orderto be considered as part of this General Terms of Sale. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance Acceptance of shipment by designated shipper, (B) a com- mon carrier or allocation of Goods equipment to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to BuyerPurchaser shall constitute delivery. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will Thereupon responsibility shall pass to Buyer on tender of deliveryPurchaser, subject to Seller’s right of stoppage in transit. Where a trade term has been agreed, it shall be interpreted in accordance with the INCOTERMS in force at time of contract. If no trade term is specifical- ly agreed delivery shall be considered to stop Goods be ExWorks.Unless expressly specified in the INCOTERMS, goods in transit and to any interest always travel at Purchaser’s risk. Purchaser will bear all costs involved in removing the goods from Seller’s premises. Delivery of Seller reserved to secure Buyer’s payment all or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should the order is contingent upon Seller’s ability to obtain supplies, raw materials and service through its regular sources of supply. Should Seller, temporally or permanently, be held unable to deliver the products for Buyer’s accountreasons not imputable to the same such as force majeure, (e.g. earthquake, strikes, lockout, lack of means of transportation, authority ordinance, floods, etc.) it will be released from all delivery and indemnification obligations towards Purchaser for the entire duration of the period in which the impediment and its effects last. Upon the occurrence of such impediment, Seller may invoice Buyer will promptly inform Purchaser thereof. In the aforesaid cases, delays in delivery shall not give any right to Purchaser to claim for damages or to cancel the Goodsorder. Delivery time shall commence from the date of the order confirmation, as well as for storagebut not before Seller having received, from Purchaser, all necessary drawings and approvals, if any, or down pay- ment. Storage fees Partial deliveries shall not be refused by Xxxxxxxxx and will be paid for at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement contract prices and terms. If Buyer declares or indicates the delay, not caused by an intention event of forcemajeure, exceeds 90 (ninety) days, Purchaser will be allowed to cancel the outstanding part of the order. Each party may terminate the purchase agreement in the event that its effects, due to events mentioned above, becomes excessively onerous and therefore the contract is no longer of interest for such party. If Seller performs the installation of goods, Purchaser will have to take care of and preserve the delivered goods, until the completion of installation. Purchaser shall pick up the purchased products at the dates agreed, unless otherwise agreed between the parties. Purchaser’s requests in this regard shall be taken into consideration by Seller, provided that Purchaser has made its request at least 30 (thirty) days before the original delivery date. If Purchaser does not accept deliverypick up the purchased goods at the agreed date, Seller may, at its option, give written notice will have the right to Buyer that invoice and receive payment for any equipment not picked up. The costs of storage will be born by Xxxxxxxxx. Reserve of property All goods supplied shall remain property of Seller is ready until such time as full payment will have been received from Purchaser in settlement of all pertaining Seller’s invoices. Cheques and willing to deliver, bills of exchange issued by Pur- chaser will be considered as payment only after having been cashed by Seller’s bank. Claims and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of complains Purchaser shall inspect the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, delivered goods and notify Seller, in its sole discretionwriting and within 8 (eight) days from the delivery date, of defects found or that may agree be found upon a preliminary inspection, or any other claim re- lated to the goods. Should Purchaser fail to make such notification, the goods shall be deemed as a service definitely accepted and in compliance with what set forth in the contract, without being prejudicial to Buyer the possibility to process Xxxxx’s claim against report any hidden defect, assuming this is within the freight vendor for warranty period; in any loss or damage in case the notification of the de- fects must be communicated within 8 (eight) days from the discovery thereof. If the received goods have been damaged during transit, so long as Seller receives Purchaser will have to highlight this on the claim within five (5) calendar days C.M.R. or on the Delivery note. Expenses related to the shipment of delivery any eventual returns shall be borne by Purchaser. Possible objections concerning part of the Goodsgoods delivered, or a single shipment of the same, shall have no effect on the rest of the order, nor on the payment of goods already received and not promptly challenged. All claims Payment Payment shall be upon those terms agreed to by Purchaser and Seller. In the event there is no agreement, payment shall be by Cash in Advance. Failure by Purchaser to effect payment at due date will result in Seller cancelling all express warranties, not with standing taking recourse to remedies provided by the law. In case of delayed payment, Purchaser will automatically be waived unless accompanied by charged interest calculated pursuant to the Italian decree Warranty Seller warrants to Purchaser all equipment to be free from defects in material and workmanship for aperiod not exceeding 1 year from the date of installation of the equipment, but for a delivery receiptmaximum of 18 months from the shipping date. This obligation is limited to repairing and replacing, signed by freight vendorat Seller’s agent at time of deliveryfactory, on which receipt any part found faulty during said period, with the loss or damage has been noted.following limitations:

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production Seller will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at deliver the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods goods to Buyer at the address time or times and to the place or places specified in the order. Seller will package and ship the goods as specified in the order as or defined by the Buyer packaging team. Buyer will pay normal shipping charges and costs (including insurance, duties, transfer taxes and inspection fees) from Seller’s dock to the place of delivery, unless the Parties agree to other shipping terms. Risk of loss will transfer to Buyer at the time goods are delivered to Buyer. All Specifications will be considered to require that each good must be new when delivered to Buyer, unless the applicable Order Specifications expressly permit the delivery of used, reconditioned or remanufactured goods. Buyer may refuse to accept any goods that do not conform to all applicable Specifications or are otherwise defective (collectively, “nonconforming goods”), in which case those goods will not be considered to have been delivered by Seller, and invoice Buyer shall not be required to pay for those goods. Buyer and Seller will establish procedures for the containment, accumulation, sorting and return of nonconforming goods. In addition to other remedies available to Buyer for the Goodsnonconforming goods, Seller will pay all costs associated with the nonconforming goods, including without limitation internal and external sorting and containment costs, round- trip shipping costs for nonconforming goods, expedited freight for replacement parts, internal travel costs, labor and overtime, part replacement costs, repair and replacement costs for other goods affected by the nonconforming goods, and other corrective action costs related to the nonconforming goods. If Seller does not promptly deliver replacement goods, Xxxxx agrees may deliver written notice to make payment of such invoice when due under this AgreementSeller’s Designated Recipients that Buyer intends to accept the nonconforming goods, correct the nonconformity and charge Seller for Buyer’s reasonable costs incurred in making the correction. Buyer will accept have the right to correct nonconforming goods and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of deliverycharge Seller. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process will maintain customary records concerning Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days use of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedcorrected nonconforming goods.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each the Order must be made in the quantities, or in the case of services, as described, and on the dates agreed to in the Order documents or, where no such dates appear, as specified by the Buyer. Partial shipments shall be allowed only if specifically indicated in the Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless Unless otherwise specified in writingthe Order, delivery of product Items is Delivered Duty Paid (as defined in Incoterms 2010), Buyer’s location or such other destination as may be specified in the Order. All shipping dates Seller acknowledges that Buyer’s production and marketing schedules or their operation schedules are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, based in part upon the delivery/completion date(s) specified in the Order. Time and credit information. Tender place of delivery is deemed to occur at are, therefore, of the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller essence with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject respect to Seller’s right performance under the Order. Any provision in the Order or subsequent agreement by Buyer for installment deliveries of the items specified in the Order shall not be construed as a waiver of this requirement or as severing Seller’s obligations for full, on-time, delivery of all Items specified in the Order. If Seller determines that it either cannot or may not complete delivery at the specified time and place or in the specified manner, Seller shall promptly notify Buyer and indicate the earliest possible date that it is confident that it can complete conforming delivery. Notwithstanding such notice, and notwithstanding that Seller’s failure to stop Goods effect conforming delivery may be or is due to causes beyond Seller’s control, Seller’s failure to effect conforming delivery shall entitle Buyer, without any liability to Seller hereunder, to revoke any prior acceptance of a partial delivery by Seller, to return at Seller’s risk and expense all or any part of items delivered in transit and partial satisfaction of the Order, to cancel the Order, to receive a refund of any interest of amounts paid to Seller reserved pursuant to secure Buyer’s payment or performance the Order for any Items returned to Seller, even if freight is included and to purchase substitute Items or prepaidservices elsewhere and charge Seller with any loss or additional costs incurred in connection with such purchases. If Seller holds Goods at in order to comply with Buyer’s instruction required delivery date it becomes necessary for Seller to deliver the items at an additional cost, any increased cost resulting therefrom shall be paid for by Seller unless the necessity for such additional cost has been caused by Buyer. Delivery of excess Items or because Xxxxx has failed Items provided prior to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should agreed to delivery date may be held for Buyer’s account, Seller may invoice returned by Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructionsexpense, Seller may, at its option, ship the Goods to or retained by Buyer at the address specified no increase in price. Unless specifically indicated in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make Order, payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of shall be made after full delivery of the Goods. All claims will be waived unless accompanied Item(s) and/or completion of the services and acceptance of the Items and/or services by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedBuyer.

Delivery. Delivery terms (per Incoterms® 2020) All prices are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release based upon ready-to-ship status shipment using F.O.B. Origin, unless otherwise specified by Seller in writing. All shipping dates are approximate; production Any time period indicated for a shipment will not begin commence until receipt by Seller at Seller’s facility of complete manufacturing, shipping, shipping and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance Acceptance of shipment by designated shipper, (B) allocation of the Goods to Buyer at location premises other than Seller’s location’s, (C) delivery to Buyer’s representative or designee, designee or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt , whichever first occurs, will constitute tender of packing list provided by Seller. Title to Goods delivery and title will pass to Buyer on tender of deliveryBuyer, subject to Seller’s right to stop Goods of stoppage in transit and to any interest of Seller reserved to secure Buyer’s payment or performance performance, irrespective of any freight allowance or prepayment of freight. In the case of Goods held subject to SellerXxxxx’s instructions, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because for which Xxxxx has failed to supply shipping instructions or because in any case where Seller, in its sole discretion, determines that any part of the Goods should be held for Buyer’s account, Seller may invoice the Goods and Buyer for agrees to make payment at the Goods, as well as for storage. Storage fees will be at Seller’s standard ratesmaturity of the invoice rendered. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails , storage and other expenses incident to provide shipping instructions, Seller may, such delay at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goodsprevailing rates. When Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares has declared or indicates manifested an intention not to not accept delivery, no tender will be necessary, but Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, deliver and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments or defects as to a shipment within three ten (310) calendar days of receipt of the initial such shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address TIME AND QUANTITIES ARE OF THE ESSENCE UNDER THE ORDER Seller agrees to 100% on-time delivery of the quantities and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment times specified by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified stated in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipmentrelated releases. Buyer may change the rate of scheduled shipments or direct temporary suspension of scheduling shipment, neither of which entitle Seller to modify the price of the goods or services. Buyer shall not make be obligated to accept early deliveries, late deliveries, partial deliveries or excess deliveries. If it accepts an early delivery, it reserves the right to back-charge Seller for any deduction from any payment due because incidental storage charges caused by the early delivery. All shipments shall be made with Buyer designated or approved carriers. Risk of loss or damage to Goods goods in transit shall be upon Seller and Seller shall insure the goods in transit. The Supplier shall immediately inform Buyer if there is a risk of noncompliance with the most recent Delivery Plan issued by Buyer time to time. If delivery is not timely, Buyer may direct Seller to make expedited routing at Seller’s expense. Seller will enclose packing slips with all shipments showing Order numbers, descriptions, parts numbers and quantities. Buyer shall not be required to make payment for delivered goods in excess of specified quantities. Shipments in excess of that authorized by Xxxxx makes may be returned to Seller at Seller’s expense. The goods shall be properly packed, marked (including correlatively numbered if part of a written requestsingle delivery), Sellerloaded and shipped as required by this contract and by the transporting carrier. If delivery dates are not specified in this order, Seller shall procure materials and fabricate, assemble, and ship goods only as authorized in its sole discretion, shipment releases (“Releases”) issued by Buyer. Invoices in DUPLICATE showing Order and release number shall be rendered promptly after shipment has been made. Invoices received by Buyer five days or more after shipment may agree be re-dated as a service of date received and payment made according to Buyer terms of purchase. Seller will support EDI protocol and adhere to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days AIAG Bar Code Standards. Certificate of delivery of the Goods. All claims origin will be waived unless accompanied reflected in the delivery documents. Seller shall adhere to Buyer’s shipment and other requirements as set forth in the aforementioned Buyer’s Supplier Procedural Manual, as they may change from time to time, previously incorporated by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedreference.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Goods to be shipped will be packed in accordance with sound commercial practices and so as to obtain the lowest rate possible under freight classifications except when otherwise specified by Buyer. Time is of the essence for this Order. All Orders must include Buyer’s Deliveries are to be made both in quantities and at times specified on the face hereof, or forwarder’s address and are assumed to authorize immediate on release upon ready-to-ship status schedules furnished against this Order and, unless otherwise specified by Buyer, in a single shipment. No partial shipments shall be made without Buyer’s prior written consent. Buyer reserves the right to cancel this Order and refuse delivery of Goods and return same at Seller's risk and expense if Seller defaults in the manner and time of delivery or in the rate of shipment. All costs incurred by Buyer as a result of Seller's failure to make delivery at the time and place specified herein, shall be charged to Seller. Regardless of the ship-to location designated on any Seller documentation or Order, title and all risk of loss or other damages to and with respect to the Goods will remain with Seller until the Goods have been accepted by Buyer, or an agent or consignee designated by Buyer, at the ship- to location specified on the face of this Order. Shipping terms are F.O.B. destination (Incoterms 2002) unless otherwise specified by Buyer in writing. All shipping dates are approximate; production will not begin Seller shall in insure the Goods for all loss and damage until receipt accepted by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur Buyer at the earliest of (A) acceptance of shipment ship-to location. If a blanket purchase order or other contract has been entered into between Seller and Buyer, the quantity included in this Order shall apply against the quantity covered by designated shipper, (B) allocation of such Order or contract. If any Goods to Buyer at location other than Seller’s locationbe delivered pursuant to this Order have a shelf life, (C) delivery to Buyer’s representative or designee, or (D) mailing any production of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to such Goods will pass to Buyer on tender of delivery, subject prior to Seller’s right to stop Goods normal processing time or release date is not permitted unless specifically authorized in transit and to any interest of Seller reserved to secure writing by Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds ships more Goods than in any Order, Buyer may either retain possession and assume ownership at Buyer’s instruction or because Xxxxx has failed no cost to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice the Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller mayor, at its optionthe sole discretion of the Buyer, ship return the Goods to Buyer at the address specified in the applicable Order and invoice Buyer Seller freight collect, plus any charges for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreementrepacking. Buyer will accept and is under no obligation hereunder to notify Seller of any overshipment, nor shall Buyer assume any liability to pay for partial deliveries at the Agreement prices any amounts over and terms. If Buyer declares or indicates above that specifically stated in an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedOrder.

Delivery. Delivery terms All standard carrier deliveries will be delivered FOB destination with all shipping paid for by Contractor. Products that cannot be shipped via standard carrier due to their size or weight may be charged a reasonable shipping cost. Expedited deliveries or special delivery requests, other than those mentioned in the solicitation will be offered at an additional cost. The Contractor shall:  Pack and mark the shipment to comply with specifications; or if the specifications do not contain specific packing or marking instructions, pack and mark the shipment in accordance with prevailing commercial practices and in such a manner as to ensure delivery in good condition;  Prepare and distribute commercial bills of lading and Material Safety Data Sheets (per Incoterms® 2020MSDS) are stated on each Order. All Orders must include Buyer’s or forwarder’s address as appropriate;  Deliver the shipment in good order and are assumed condition to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender the point of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer purchase order;  Be responsible for any loss of and/or damage to the Goods. Xxxxx agrees to make payment goods occurring before delivery of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries the shipment by the Participating Entity or contracting agency at the Agreement prices delivery point specified in the purchase order;  Furnish a delivery schedule and terms. If Buyer declares or indicates an intention designate the mode of delivering carrier; and  Pay and bear all charges to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender the specified points of delivery. Buyer must report any shortages WARRANTY: EXCEPT AS EXPRESSLY SET FORTH HEREIN, CONTRACTOR HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. However, Contractor agrees to deliver to the Participating Entity the items set forth in shipments within three (3) calendar days the purchase order and that such items shall meet the manufacturer’s specifications at the time of receipt delivery. Inspection & Acceptance. Receipt of the initial shipmentproducts shall occur immediately upon the Participating Entity’s actual receipt, or when the products have been delivered in accordance with the Participating Entity’s written instruction. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim The Participating Entity shall inspect all shipments within five (5) calendar business days of delivery receipt to inspect for shortages, overages, damage, defects, or non-conforming products. Failure to make a claim within the preceding timeframe shall constitute the Participating Entity’s acceptance of the Goodsproducts. All claims will Upon acceptance of the products, all returns shall be waived unless accompanied by a delivery receipt, signed by freight vendormade pursuant to Contractor’s agent at time of delivery, on which receipt the loss or damage has been notedstandard Return Policy (xxxxx://xxx.xxxxxxxxxxxx.xxx/find/HelpCenter/ReturnExchange.jsp).

Delivery. Time is of the essence for Delivery terms (per Incoterms® 2020) are stated and all other obligations arising herein. “Delivery Date” and/or “Dock Date” shall mean the date Supplier is required to deliver the Product to the locations designated on each Buyer’s Purchase Order. All Orders must include Buyer’s If Supplier does not meet the scheduled Delivery Dates, and Supplier fails to demonstrate to Buyer that it has taken best commercial efforts to comply with meeting the Delivery Dates, then Buyer may, at its option cancel this Purchase Order, or forwarder’s address and are assumed to authorize immediate release upon ready-to-any part of this Purchase Order without incurring any liability. If Xxxxx requests expedited shipment of any late deliveries, Supplier will be responsible for shipping cost. Supplier will not ship status ahead of the scheduled Delivery Date unless otherwise specified authorized by Xxxxx in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller mayre- turn, at its option, ship all unauthorized early shipments to Supplier at Supplier’s expense. Payments for early shipments unauthorized by Buyer will be postponed until the Goods applicable due date after the scheduled Delivery Date. Supplier, when it has reason to believe that deliveries will not be made as scheduled, will provide immediate written notice to Buyer at setting forth the address specified cause of such anticipated delay. Supplier shall be, in addition to any other remedy available to Buyer, liable for Xxxxx’s documented additional expenses due to its failure to deliver in the applicable event that it fails to provide such notice. Notwithstanding the above, neither Buyer or Supplier will be liable for delays or defaults due to fires, floods, earthquakes, riots, storms or acts of civil or military authority and without their fault or negligence. In the event that any such condition exists as to Supplier, Buyer may at its option, cancel affected Purchase Order in whole or in part. All internationally shipped products will be shipped under "FCA Suppliers Facility (Incoterms 2010)". Products shipped under domestic transport may be FCA or other Incoterm agreed between Supplier and invoice Buyer Jabil. For FCA terms, Supplier must utilize the carriers or forwarder provided in Jabil’s shipping guidelines for the Goodstransit from Supplier’s facility to the Jabil’s receiving dock. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay Supplier must utilize Xxxxx’s specified transportation agent for partial deliveries at the Agreement prices and termsall shipments. If Supplier uses any other transportation agent, Supplier will reimburse Jabil for any additional costs incurred for transportation. If no transportation agent is specified, Supplier will use a transportation agent acceptable to Jabil. Title shall be transferred to Jabil upon the physical delivery of the Products to the final destination designated on Jabil's Purchase Order . Jabil assumes risk of loss for Products when Products have been received by Xxxxx’s carrier or forwarder. In the event a tooling Delivery is delayed, and it is estimated that such delay will exceed more than 25% of the agreed completion Date/Delivery time, Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report option cancel this Purchase Order without incurring any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedliability.

Delivery. Delivery terms (per Incoterms® 2020a) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship deliver the Goods to Buyer at the address specified in Ship To by the applicable Order Date Required, each as listed on the face of this Purchase Order. Time of deliveries is of the essence. Seller shall prepay all shipment and invoice Buyer transportation expenses, taxes, contributions and assessments and shall bear all risk of loss and be responsible for the GoodsGoods subject to this Purchase Order until the same are delivered to Buyer at the Ship To, and Seller shall bear all risks as to rejected Goods after inspection and any notice of rejection. Xxxxx (b) Seller agrees to make payment of such invoice when due under this Agreement. Buyer will accept properly ship and pay prepare for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt transportation all of the initial shipment. Buyer may not make any deduction from any payment due because of loss or Goods so as to prevent damage to Goods in transit. Seller further agrees that Seller shall before delivery provide protection for all of the Goods from loss, damage, corrosion, deterioration, contamination and other injury or harmful conditions during storage, handling and shipment or transportation; in addition, Seller shall ensure that the Goods comply with all other requirements of this Purchase Order. (c) No substitution of Goods subject to this Purchase Order is permitted unless accepted in writing by Buyer. If Xxxxx makes a written request, Seller, in its sole discretionthrough no fault of Buyer, may agree as a service does not deliver the Goods according to Buyer to process Xxxxx’s claim against the freight vendor terms of this Purchase Order, Seller shall be liable for any loss or damage in transit, so long as Seller receives resulting costs and losses whatsoever incurred by Buyer. (d) Buyer reserves the claim within five (5) calendar days of right to postpone delivery of the GoodsGoods for a reasonable period of time. All claims will (e) If Seller fails to meet the delivery deadline established under this Purchase Order, Buyer may terminate all or part of this Purchase Order. In addition to any other remedies available to Buyer, Buyer shall have the right upon any such termination to purchase or otherwise procure goods or services similar to that specified in this Purchase Order, and Seller shall be waived unless accompanied by a delivery receiptliable for any cost, signed by freight vendor’s agent at time of delivery, on which receipt the loss expense or damage has been notedincurred by Buyer in excess of the Price.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx Buyer agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx Buyer has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx Buyer agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx Buyer makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process XxxxxBuyer’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms The Supplier shall deliver the Goods in accordance with any delivery timescales, delivery dates and delivery instructions (per Incoterms® 2020to include, without limitation, as to delivery location and delivery times) are stated on each Order. All Orders must include Buyer’s set out in the Specification and Tender Response Document, a Consignment Request, or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless a Purchase Order or as otherwise specified agreed with the Authority in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur Delivery shall be completed when the Goods have been unloaded at the earliest location specified by the Authority and such delivery has been received by a duly authorised agent, employee or location representative of the Authority. The Authority shall procure that such duly authorised agent, employee or location representative of the Authority is at the delivery location at the agreed delivery date and times in order to accept such delivery. Any arrangement by which the Goods are collected by the Authority in return for a discount on the Contract Price shall be agreed by the Parties in writing (A) acceptance of shipment by designated shipperwhere due to an emergency such arrangements cannot be committed to writing prior to collection, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyerthe Parties shall confirm such arrangements in writing as soon as possible following collection). Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for Where the Authority collects the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but collection is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer deemed delivery for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt purposes of the initial shipmentContract. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes The Supplier shall ensure that a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery note shall accompany each delivery of the Goods. Such delivery note shall contain the information specified in the Specification and Tender Response Document or as otherwise agreed with the Authority in writing. Where such information requirements as to the content of delivery notes are not specified or separately agreed, such delivery notes shall, as a minimum, contain the Authority’s order number, the name and address of the Authority, a description and quantity of the Goods, and shall show separately any extra agreed charges for containers and/or any other item not included in the Contract Price or, where no charge is made, whether the containers are required to be returned. Part deliveries and/or deliveries outside of the agreed delivery times/dates may be refused unless the Authority has previously agreed in writing to accept such deliveries. Where delivery of the Goods is refused by the Authority in accordance with this Clause 2.4 of this Schedule 2, the Supplier shall be responsible for all risks, costs and expenses associated with the re-delivery of the Goods in accordance with the agreed delivery times/dates. Where the Authority accepts delivery more than five (5) days before the agreed delivery date, the Authority shall be entitled to charge the Supplier for the costs of insurance and storage of the Goods until the agreed date for delivery. Unless otherwise set out in the Specification and Tender Response Document or agreed with the Authority in writing, the Supplier shall be responsible for carriage, insurance, transport, all relevant licences, all related costs, and all other costs associated with the delivery of the Goods to the delivery location and unloading of the Goods at that location. Without limitation to the foregoing provision of this Clause 2.5 of this Schedule 2, unless otherwise stated in the Specification and Tender Response Document or agreed with the Authority in writing, the Supplier shall be responsible for obtaining all export and import licences for the Goods and shall be responsible for any delays to the delivery time due to such licences not being available when required. In the case of any Goods supplied from outside the United Kingdom, the Supplier shall ensure that accurate information is provided to the Authority as to the country of origin of the Goods and shall be liable to the Authority for any extra duties or taxes for which the Authority may be accountable should the country of origin prove to be different from that set out in the Specification and Tender Response Document. All claims will third party carriers engaged to deliver the Goods shall at no time be waived unless accompanied by a delivery receipt, signed by freight vendor’s an agent at time of delivery, on which receipt the loss or damage has been notedAuthority and accordingly the Supplier shall be liable to the Authority for the acts and omissions of all third party carriers engaged to deliver the Goods to the Authority.

Delivery. Delivery terms The Supplier shall deliver the Goods in accordance with any delivery timescales, delivery dates and delivery instructions (per Incoterms® 2020to include, without limitation, as to delivery location and delivery times) are stated on each Order. All Orders must include Buyer’s set out in the Specification and Tender Response Document, a Consignment Request, or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless a Purchase Order or as otherwise specified agreed with the Authority in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur Delivery shall be completed when the Goods have been unloaded at the earliest location specified by the Authority and such delivery has been received by a duly authorised agent, employee or location representative of the Authority. The Authority shall procure that such duly authorised agent, employee or location representative of the Authority is at the delivery location at the agreed delivery date and times in order to accept such delivery. Any arrangement by which the Goods are collected by the Authority in return for a discount on the Contract Price shall be agreed by the Parties in writing (A) acceptance of shipment by designated shipperwhere due to an emergency such arrangements cannot be committed to writing prior to collection, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyerthe Parties shall confirm such arrangements in writing as soon as possible following collection). Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for Where the Authority collects the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but collection is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer deemed delivery for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt purposes of the initial shipmentContract. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes The Supplier shall ensure that a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery note shall accompany each delivery of the Goods. Such delivery note shall contain the information specified in the Specification and Tender Response Document or as otherwise agreed with the Authority in writing. Where such information requirements as to the content of delivery notes are not specified or separately agreed, such delivery notes shall, as a minimum, contain the Authority’s order number, the name and address of the Authority, a description and quantity of the Goods, and shall show separately any extra agreed charges for containers and/or any other item not included in the Contract Price or, where no charge is made, whether the containers are required to be returned. Part deliveries and/or deliveries outside of the agreed delivery times/dates may be refused unless the Authority has previously agreed in writing to accept such deliveries. Where delivery of the Goods is refused by the Authority in accordance with this Clause 25.4 of this Schedule 2, the Supplier shall be responsible for all risks, costs and expenses associated with the re-delivery of the Goods in accordance with the agreed delivery times/dates. Where the Authority accepts delivery more than five (5) days before the agreed delivery date, the Authority shall be entitled to charge the Supplier for the costs of insurance and storage of the Goods until the agreed date for delivery. Unless otherwise set out in the Specification and Tender Response Document or agreed with the Authority in writing, the Supplier shall be responsible for carriage, insurance, transport, all relevant licences, all related costs, and all other costs associated with the delivery of the Goods to the delivery location and unloading of the Goods at that location. Without limitation to the foregoing provision of this Clause 25.5 of this Schedule 2, unless otherwise stated in the Specification and Tender Response Document or agreed with the Authority in writing, the Supplier shall be responsible for obtaining all export and import licences for the Goods and shall be responsible for any delays to the delivery time due to such licences not being available when required. In the case of any Goods supplied from outside the United Kingdom, the Supplier shall ensure that accurate information is provided to the Authority as to the country of origin of the Goods and shall be liable to the Authority for any extra duties or taxes for which the Authority may be accountable should the country of origin prove to be different from that set out in the Specification and Tender Response Document. All claims will third party carriers engaged to deliver the Goods shall at no time be waived unless accompanied by a delivery receipt, signed by freight vendor’s an agent at time of delivery, on which receipt the loss or damage has been notedAuthority and accordingly the Supplier shall be liable to the Authority for the acts and omissions of all third party carriers engaged to deliver the Goods to the Authority.

Delivery. Delivery terms Each of the Selling Stockholders (per Incoterms® 2020i) are stated who is selling Shares to be issued upon the automatic conversion of the Class B Common Stock upon sale hereunder, represents and warrants that duly completed and executed irrevocable assignments separate from certificates in negotiable form representing all of the Shares to be sold by such Selling Stockholders, and (ii) who is selling Shares to be issued upon the exercise of Options, represents and warrants that duly completed and executed irrevocable Option exercise notices, in the forms specified by the relevant Option Agreement, with respect to all of the Shares to be sold by such Selling Stockholders hereunder have been, placed in custody under a Custody Agreement relating to such Shares, in the form heretofore furnished to you, duly executed and delivered by such Selling Stockholder to American Stock Transfer & Trust Company, LLC, as custodian (the “Custodian”), and that such Selling Stockholder has duly executed and delivered Powers of Attorney, in the form heretofore furnished to you, appointing the person or persons indicated in Schedule 2 hereto, and each of them, as such Selling Stockholder’s Attorneys-in-fact (the “Attorneys-in-Fact” or any one of them the “Attorney-in Fact”) with authority to execute and deliver this Agreement on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed behalf of such Selling Stockholder, to determine the purchase price to be paid by the Underwriters to the Selling Stockholders as provided herein, to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller the surrender and transfer of complete manufacturing, shipping, Class B Common Stock and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goodscorresponding number of Shares to be sold by such Selling Stockholder hereunder, to authorize (if applicable) the exercise of the Options to be exercised with respect to the Shares to be sold by such Selling Stockholder hereunder and otherwise to act on behalf of such Selling Stockholder in connection with the transactions contemplated by this Agreement and the Custody Agreement. All claims will Each of the Selling Stockholders specifically agrees that the Shares represented by the assignments separate from certificates or the irrevocable Option exercise notice, in either case held in custody for such Selling Stockholder under the Custody Agreement, are subject to the interests of the Underwriters hereunder, and that the arrangements made by such Selling Stockholder for such custody, and the appointment by such Selling Stockholder of the Attorneys-in-Fact by the Power of Attorney, are to that extent irrevocable. Each of the Selling Stockholders specifically agrees that the obligations of such Selling Stockholder hereunder shall not be waived unless accompanied terminated by operation of law, whether by the death or incapacity of any individual Selling Stockholder, or, in the case of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such estate or trust, or in the case of a partnership, corporation or similar organization, by the dissolution of such partnership, corporation or organization, or by the occurrence of any other event. If any individual Selling Stockholder or any such executor or trustee should die or become incapacitated, or if any such estate or trust should be terminated, or if any such partnership, corporation or similar organization should be dissolved, or if any other such event should occur, before the delivery receiptof the Shares hereunder, signed such Shares represented by freight vendor’s agent at time the assignments separate from certificates or the irrevocable Option exercise notice shall be delivered by or on behalf of deliverysuch Selling Stockholder in accordance with the terms and conditions of this Agreement and the Custody Agreement, on which receipt and actions taken by the loss Attorneys-in-Fact pursuant to the Powers of Attorney shall be as valid as if such death, incapacity, termination, dissolution or damage has been notedother event had not occurred, regardless of whether or not the Custodian, the Attorneys-in-Fact, or any of them, shall have received notice of such death, incapacity, termination, dissolution or other event.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Seller shall cause timely delivery of the correct quantity of Products specified in an Order. All Orders Time is of the essence with respect to Seller’s obligations hereunder. Seller shall ensure that it provides Buyer with regular order updates and with an Advanced Shipping Notification (ASN) once the Products are being transported to Buyer, confirming that the Products are in transit and the mode of transportation. If delivery of Products is not completed by the specified delivery date, Buyer reserves the right, in addition to its other rights, to return Products or terminate all or part of an Order and charge Seller with all costs, expenses and damages associated with such return or termination. Seller shall include a packing slip in a waterproof envelope secured to package on all shipments. Seller shall pack all Products in accordance with any instructions provided by Buyer and in accordance with good commercial practices to ensure that no damage results from weather or transportation. The packing slip must include adhere to Buyer’s specifications, as amended from time to time. Seller must, amongst other things, display the complete Order number and Product part number on the outside of each delivered package or forwarderbox and the label must strictly adhere to the Buyer’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified written instructions. If an Order comprises multiple boxes, a master label must also be provided in writingaccordance with the Buyer’s instructions. All shipping dates are approximate; production will not begin until receipt by FAILURE TO DO SO WILL ENTITLE THE BUYER TO REJECT A DELIVERY. Seller shall strictly comply with Xxxxx’s delivery instructions contained on an Order. Irrespective of complete manufacturingany delivery instructions stated elsewhere, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods prices charged to Buyer at location other than Seller’s location, (C) for goods are for delivery in accordance with 2020 Incoterms FCA. Risk of loss shall remain with Seller until delivery to Buyer’s representative facility or designee, or (D) mailing of an invoice to other designated location and acceptance after inspection by Buyer. Xxxxx agrees No charges for blocking, boxing, crating, dunnage, cartage, drayage or packaging will be allowed without the specific prior written approval of Buyer. Seller shall ensure that Product packaging and protection are suitable to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass keep the Products and all parts in good condition during its transportation to Buyer on tender of delivery, subject to Seller’s right to stop Goods and its storage in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaidfacilities thereafter. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship may return to Seller Products delivered earlier than the Goods to Buyer date specified on the Order, at Seller’s sole risk and expense and/or withhold payment until the address otherwise applicable payment period. The quantity of any goods that are delivered as part of the Products may not be greater or less than the amount specified in the applicable Order and invoice unless otherwise agreed to by Buyer for the Goodsin writing. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller mayBuyer, at its option, give written notice may return overshipments to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transitat Seller’s expense. If Xxxxx makes a written requestBuyer so returns Products in either case, Seller’s account shall be debited for the total amount or portion of any invoices (including shipping and freight expenses and taxes, in its sole discretionif applicable), may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedpaid thereon.

Delivery. Delivery terms are FCA Seller’s dock (per Incoterms® 2020) are unless otherwise stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx Buyer agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx Buyer has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx Buyer agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx Buyer makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process XxxxxBuyer’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms Partial delivery is not permitted unless otherwise agreed. Supplier must deliver the products to Pressalit on the delivery date at the agreed place of delivery as stated in the order. The products must be delivered within Pressalit’s normal opening hours and be marked with Pressalit’s product number and order number. A packing list must be included product number, order number, quantity delivered, certificates (per Incoterms® 2020) are stated on where agreed), clear specification of the product as well as the name of the purchaser Unless otherwise agreed, the weight of each Orderpackage may not exceed 11 kg. The quantity delivered may vary +/- 5% in accordance with the quantity ordered unless otherwise agreed. All Orders documentation must include Buyer’s be of a legible quality and prepared in Danish or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status English unless otherwise specified in writingagreed. All shipping dates are approximate; production will not begin until receipt by Seller Delay Supplier must immediately notify the Pressalit of complete manufacturing, shipping, and credit informationany delay or expected delay. Tender of If the delivery is deemed expected to take place after the agreed delivery date and has not taken place on the agreed deli- very date, Pressalit is entitled to cancel the entire order or parts of it without notice unless otherwise agreed. Urgent shipments occur at Supplier’s account it Supplier is responsible for the earliest delay. Defects The delivery is considered as defective if it does not correspond to the specifications stated by Pressalit (including agreed qua- lity assurance, process control, measuring reports, quantity, dispatching goods inspection at the Supplier) or does not other- wise correspond to ordinary good standards for products of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyerthe type concerned. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days Within a reasonable period following receipt of packing list provided by Sellerthe product, Pressalit shall conduct an inspection of the product carried out in accordance with the incoming goods inspection and the routines connected to this, which are applicable to Pressalit. Title Supplier must be notified as soon as possible of any flaws and defects the inspection raises. If the delivered products have defects, Pressalit has the right, according to Goods will pass Pressalit’s choice, to Buyer on tender wholly or partially cancel the agreement, return the product to Supplier at Supplier’s own account and risk, demand re-delivery or a subsequent delivery of new products. Possibly in combination with the aforementioned xxx.xxxxxxxxx.xxx right regarding defects, the Pressalit can furthermore demand that the Supplier remedies the defects and also contributes to the sorting of the delivered products at the place of delivery, subject just as Pressalit shall be entitled to Sellerremedy the defects at Supplier’s account possibly in combination with the aforementioned right regarding defects. Moreover, if the agreement is not cancelled, Pressalit has the right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for demand a proportionate discount on the Goods, purchase sum as well as demand compensation for storageloss pursuant to the ordi- nary rules of Danish law including subsequent costs. Storage fees will be at SellerPressalit’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer payment for the Goods. Xxxxx agrees products does not imply the waiving of sub- mitted claims to make payment of such invoice when due under this Agreement. Buyer will accept Supplier caused by flaws and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noteddefects.

Delivery. Delivery terms (The object of the Seller’s delivery obligation is described in the order confirmation. The Seller’s obligation to deliver is strictly limited to this object. The Buyer acknowledges the quality descriptions on the order confirmation that determine the Seller’s delivery obligation and, in the absence of such descriptions, having requested sufficient clarification from the Seller before placing the order. The delivery periods are specified in the order confirmation and are approximate. Any specified delivery period is for informative purposes only. The information provided by the Seller regarding the shipment and progress with the shipment of the goods is informative and does not bind it. Any delay in delivery does not entitle the Buyer to claim compensation or to legally cancel the order. The goods are delivered in accordance with Incoterms version 2010, as stated in the order confirmation. In the absence of a specified Incoterm in the order confirmation, delivery will be made CFR Destination Port. Unless explicitly excluded in the order confirmation, the Seller may proceed with partial shipments. The Buyer must take receipt of the goods delivered by the Seller at the agreed time, or at the time specified by the Seller if delivery is delayed. If the Buyer does not take receipt of the goods, it will owe an amount of €20.00 per Incoterms® 2020) are stated on each OrdermÑ per month during the delay period for storage costs by operation of law and with no notice of default. All Orders must include If the Seller has justified doubts about the Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturingcreditworthiness at any time, shipping, and credit information. Tender of delivery is deemed to occur at it expressly reserves the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s demand advance payment or performance other securities for deliveries still to Sellerbe made, even if freight is included all or prepaidpart of the goods have already been shipped. If Seller holds Goods at The Buyer’s instruction refusal to agree to this entitles the Seller to terminate all or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s accountthe agreement, Seller may invoice without the Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated being entitled to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedcompensation.

Delivery. Delivery terms (per Incoterms® 2020) are The Supplier shall deliver the Goods on the date or within the period stated on each Orderthe Order and any Order Amendment (the "Delivery Date"). All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender Where the date of delivery is deemed to occur at on the earliest Order differs from the date of (A) acceptance delivery stated on the Order Amendment, the date on the Order Amendment shall prevail. Deliveries of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer shall be made at the address nominated by LSE on the Order and/or any Order Amendment (the "Delivery Location"), and unless specified otherwise by LSE, to a location within the Delivery Location which can be secured by means of a lockable entrance. Unless specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept deliveryOrder Amendment, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute upon making a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt delivery of the initial shipment. Buyer may not make any deduction from any payment due because Goods the Supplier shall: report to the reception of loss or damage the Delivery Location; and verify the identity of the LSE personnel authorised to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of take delivery of the Goods. All claims will be waived unless accompanied Unless specified in the applicable Order or Order Amendment, the Supplier shall deliver the Goods to the Delivery Location during LSE's Usual Business Hours. Pursuant to Clauses 6.1, 6.2 and 6.3, LSE shall hold the Goods as delivered where the Goods have been delivered, unloaded, positioned, and where necessary installed, at the Delivery Location on the Delivery Date, and signed for by a member of LSE's personnel who is wearing a valid LSE identity card (containing a photograph). The Supplier shall provide any equipment, facilities, or fittings required for the delivery receiptand installation of the Goods at its own cost unless specified otherwise in writing by LSE. The Supplier shall not make a delivery of the Goods in instalments or in advance of the Delivery Date unless specified by LSE in the relevant Order or any Order Amendment. The Supplier shall remove any packaging materials from the Delivery Location at the Supplier's risk and expense. If an Order is not delivered at the specified Delivery Location, signed by freight vendor’s agent LSE may, at time the expense of deliverythe Supplier, on return any Goods which receipt LSE reasonably deems cannot be utilised. The Supplier shall reimburse LSE for the loss or damage has been notedcost and return of such Goods.

Delivery. Delivery terms All prices are EXW (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon readyEx-to-ship status Works)(per Incoterms 2010), unless otherwise specified by Seller in writing. All shipping dates are approximate; production , and any time period indicated for a shipment will not begin commence until receipt by Seller at Seller’s plant of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance Acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location premises other than Seller’s location’s, (C) delivery to Buyer’s representative or designee, designee or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt , whichever first occurs, will constitute tender of packing list provided by Seller. Title to Goods delivery and title will pass to Buyer on tender of deliveryBuyer, subject to Seller’s right to stop Goods of stoppage in transit and to any interest of Seller reserved to secure Buyer’s payment or performance performance, irrespective of any freight allowance or prepayment of freight. In the case of Goods held subject to SellerXxxxx’s instructions, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because for which Xxxxx has failed to supply shipping instructions instructions, or because in any case where Seller, in its sole discretion, determines that any part of the Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be Goods and Xxxxx agrees to make payment at Seller’s standard ratesthe maturity of the invoice rendered. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance, storage and other expenses incident to such delay at their prevailing rates. If Partial deliveries shall be accepted by Buyer fails to provide shipping instructions, Seller may, and paid for at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares When Xxxxx has declared or indicates manifested an intention not to not accept delivery, no tender shall be necessary but Seller may, at its option, give written notice in writing to Buyer that Seller is ready and willing to deliver, deliver and such notice will shall constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms of the goods shall be made to such location and on such date as the Buyer shall direct. Any date agreed between the parties for such delivery shall be of the essence of the Agreement and the Buyer shall be entitled to terminate, without notice, the whole or any part of this Agreement if this clause is not complied with by the Supplier. Where the Buyer terminates the whole or part of the Agreement in accordance with Clause 5.1: All sums payable by the Buyer in relation to the whole or part of the contract cancelled shall cease to become payable; All sums paid by the Buyer in relation to the whole or part of the contract cancelled shall be repaid by the Supplier immediately; the Buyer shall be entitled to recover damages from the Supplier for any loss caused as a result of the Supplier’s failure to deliver the goods and/or as a result of the cancellation of the whole or part of the contract The Supplier will ensure that due care and attention is taken in the delivery of the goods in this order so as to reach their destination in a good and undamaged condition. This should include: Any instructions included in the Purchase Order; Any applicable regulatory requirements around the correct packing and delivery of the ordered goods. Goods must be properly packed and secured to ensure that they reach their destination in good condition. The Supplier shall deliver the goods on the supply date set out in the Purchase Order (per Incoterms® 2020) or an earlier date agreed with the Buyer), to one of our premises as instructed by the Buyer and during normal business hours. The goods shall be deemed delivered to the Buyer on unloading in accordance with this paragraph. If the goods require installation or commissioning, the Supplier shall be responsible for these activities unless the Purchase Order states otherwise. Where goods and/or services are stated to be supplied in agreed instalments, the contract is still to be treated as a single contract. If the Supplier fails to deliver or perform any instalment the Buyer may treat the whole contract as repudiated. The Supplier will notify the Buyer of any hazards in completing the Purchase Order which may impact on each Orderthe health and safety of any person or property. All Orders must include Buyer’s or forwarder’s address and are assumed Such notification should be provided to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative stated on the Purchase Order. If the goods contain hazardous materials then the Supplier shall ensure that all goods, packing materials, documentation and declarations are clearly marked with the relevant international danger symbol, description of hazard and include relevant emergency information in the recognised language for the country where the goods are to be delivered. If the goods are perishable or designeehave a life expectancy of a fixed duration or if there are any circumstances known which would adversely affect the life-span of the goods, the Supplier shall advise the Buyer upon delivery (and in writing) of all necessary and appropriate information relating thereto and such information shall form part of the description of the goods. If the delivery of goods and/or services occurs on the Buyer’s premises this sub-section will apply. The Supplier will ensure that best industry standards are adopted for the health and safety both of its personnel and of any other individuals affected by its actions. The Buyer may refuse or (D) mailing terminate access to any individual whom we reasonably consider undesirable to have on its premises. Supplier Personnel must, while on the Buyer’s premises, comply with all reasonable requirements as to security, health and safety routines, times and areas of an invoice access, and otherwise. The Supplier will be responsible to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to the Buyer on tender of delivery, subject to Sellera full indemnity basis for all damage and/or injury caused by the Supplier’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedstaff.

Delivery. Delivery terms (per Incoterms® 2020) are stated 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 indemnify Purchaser for all claims against such entity for damage to the Goods, shortages, or other such occurrences. The supplier is expected to schedule shipments so parts arrive to the purchaser on the purchase order due date or up to 5-7 days prior to this date. The purchaser must be notified in the event the supplier becomes aware of changes in quantities to be shipped or if parts will not be delivered by the due date. Time is of the essence of this Purchase Order. All Orders must include Buyer’s Should Supplier fail to comply with Purchaser's delivery schedule or forwarder’s address and are assumed otherwise fail to authorize immediate release upon ready-to-ship status unless otherwise specified in writingcomply with its obligations hereunder, Purchaser may terminate the Purchase Order without liability. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturingINSPECTION: Purchaser shall, shippingfor a reasonable time after delivery, and credit informationhave the right to inspect the Goods to determine whether the Goods conform· to the Specifications. Tender The parties hereby agree that thirty (30) days from the date of delivery is deemed to occur at be a reasonable time for Purchaser to inspect the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designeeGoods. If all, or any part of, the Goods are found to be non-conforming, Purchaser may reject such non-conforming goods, whereupon such rejected good shall promptly be removed by Supplier. Upon request, Supplier shall promptly replace such non- conforming goods with Goods which conform to the Specifications. All direct and incidental expenses relating to non-conforming goods shall be borne by Supplier. PAYMENT: Unless different payment terms are expressly stated on the Form or as otherwise set forth herein, payment terms shall be thirty (D30) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following from Purchaser's receipt of packing list provided Supplier's invoice. No invoice will be paid until all of the Goods have been delivered and accepted by SellerPurchaser. Title to Goods will pass to Buyer on tender of deliveryAlternatively, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, Purchaser may in its sole discretion, determines that discretion reduce the Purchase Price by the price of any part of Goods should rejected pursuant to Section 6 hereof. Purchaser shall be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be entitled at Seller’s standard rates. Goods invoiced and held all times to set off any amount owing at any location 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 whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when over deliveries, Goods not delivered due under this Agreementto shortages, theft, etc., or which otherwise do not conform to the Purchase Order. Buyer will accept Purchaser's count shall be accepted as final and pay conclusive for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedall deliveries.

Delivery. Delivery terms (per Incoterms® 2020) Any delivery dates Seller quotes or which are stated on each Order. All Orders must include Buyer’s set out in Seller's order confirmation or forwarder’s address acceptance are estimates only and are assumed not intended to authorize immediate release upon ready-to-ship status unless be legally binding. Seller cannot guarantee delivery on a specific date. The Buyer will be invoiced for the quantity actually delivered. Unless otherwise specified agreed in writing, delivery may be made in installments. All shipping dates are approximate; production Delivery time may be extended if and for so long as the Buyer is delayed in the performance of any obligation to Seller. Seller will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should circumstance be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor liable for any loss or damage whatsoever due to delay in transitdelivery (including pursuant to installments) however occasioned unless the same was attributable to Seller's gross negligence or willful misconduct. The quantity recorded on Seller's packing slip shall be accepted by both parties as correct, so long as Seller receives the claim unless objected to in writing by Xxxxx within five (5) calendar working days of from delivery. If Xxxxx refuses to accept delivery of products or any installment thereof, Seller may, without prejudice to its other rights, arrange for the Goodsstorage of the products at the expense and risk of Buyer. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time risk of delivery, on which receipt the loss or damage passes to Buyer at the time products have been placed at the disposal of Buyer at the premises of Seller, or another place that has been notedagreed in writing. Seller shall retain title to the products delivered to Buyer until Seller has received full payment for all products described in Seller's confirmation. Until such time as title in the products passes to Buyer, if Buyer re‐sells the products or any goods manufactured out of products sold by Seller, Buyer assigns to Seller all proceeds from their sale up to the amounts owing to the Seller and Buyer shall hold such amounts separately on trust for Seller. Seller shall have the right to access any premises where the products are stored to inspect or recover the goods if Buyer is in breach of any of these terms or is declared bankrupt, requests (temporary) moratorium, is insolvent or is unable to pay its debts, or takes any steps or any other person takes such steps towards the liquidation of Buyer's business.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods The coal shall be delivered to Buyer F.O.B. barge at mile point 115.6 on the Ohio River (the "Delivery Point"). Seller may deliver the coal at a location other than Seller’s locationdifferent from the Delivery Point, (C) delivery provided, however, that Seller shall reimburse Buyer for any resulting increases in the cost of transporting the coal to Buyer’s representative or designee, or (D) mailing of an invoice to 's generating stations. Any resulting savings in such transportation costs shall be retained by Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods and risk of loss of coal sold will pass to Buyer on tender of delivery, subject and the coal will be considered to be delivered when barges containing the coal are disengaged by Buyer's barging contractor from the loading dock. Buyer or its contractor shall furnish suitable barges in accordance with a delivery schedule provided by Buyer to Seller’s right to stop Goods in transit and to any interest of . Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept shall arrange and pay for partial deliveries all costs of transporting the coal from the mines to the loading docks and loading and trimming the coal into barges to the proper draft and the proper distribution within the barges. Buyer shall arrange for transporting the coal by barge from the loading dock to its generating station(s) and shall pay for the cost of such transportation. For delays caused by Seller in handling the scheduling of shipments with Buyer's barging contractor, Seller shall be responsible for any demurrage or other penalties assessed by said barging contractor (or assessed by Buyer) which accrue at the Agreement prices Delivery Point, including the demurrage, penalties for loading less than the specified minimum tonnage per barge, or other penalties assessed for barges not loaded in conformity with applicable CONTRACT #00-000-000 requirements. Buyer shall be responsible to deliver barges in as clean and termsdry condition as practicable. If Seller shall require of the loading dock operator that the barges and towboats provided by Buyer declares or indicates an intention to Buyer's barging contractor be provided convenient and safe berth free of wharfage, dockage and port charges; that while the barges are in the care and custody of the loading dock, all U.S. Coast Guard regulations and other applicable laws, ordinances, rulings, and regulations shall be complied with, including adequate mooring and display of warning lights; that the loading operations be performed in a workmanlike manner and in accordance with the reasonable loading requirements of Buyer and Buyer's barging contractor; and that the loading dock operator carry landing owners or wharfinger's insurance with basic coverage of not accept deliveryless than $300,000.00 and total of basic coverage and excess liability coverage of not less than $1,000,000.00, Seller may, at its option, give written notice and provide evidence thereof to Buyer that Seller is ready and willing to deliver, and such notice will constitute in the form of a valid tender certificate of delivery. insurance from the insurance carrier or an acceptable certificate of self-insurance with requirement for 30 days advance notification of Buyer must report any shortages in shipments within three (3) calendar days the event of receipt termination of or material reduction in coverage under the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedinsurance.

Delivery. Delivery terms according to schedule is a material requirement of this order. Time is of the essence on this purchase order. Seller shall not, without Xxxxx’s prior written consent, deliver in advance of schedule. Buyer may return or store at Seller’s expense any items delivered in advance of the delivery date specified for such items. Buyer shall not be required to remit payment for such items until after the specified delivery date. If at any time it appears to Seller that any delivery schedule cannot be met, Seller shall notify Buyer in writing as soon as possible as to the cause or causes therefore, actions being taken to remove such cause or causes, when schedule status will be achieved, and at Seller’s expense, shall take reasonable action necessary with or without request of Buyer to meet such schedules as set forth herein or to recover to the maximum extent possible any delay in meeting such schedules. Such reasonable action by the Seller shall include, but shall not be limited to, shipment via expedited routing and carrier. Buyer reserves the right to invoke liquidated damages calculated at a rate of one percent (1%) per Incoterms® 2020day of the price of the delayed Product(s) until such delayed shipment is effectively made. Furthermore, Buyer reserves the right to cancel or purchase elsewhere if delivery schedules are not met. PAYMENT TERMS Unless otherwise stated in this order, Xxxxxx’s invoices will be payable on each Orderthe later of thirty (30) days following the date of Xxxxx’s receipt of the (i) Products or (ii) Seller’s invoice. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified invoicing will be made through in writing. All shipping dates are approximate; production will not begin until receipt the manner prescribed by Seller of complete manufacturing, shippingXxxxx, and credit informationif a payment date falls on a non-business day, payment will be made on the following business day. Tender EXCUSABLE DELAYS Fires, accidents or other causes beyond the reasonable control of delivery is deemed Buyer which affect its ability to occur at receive and use the earliest of (A) acceptance material ordered hereunder shall constitute valid grounds for suspension of shipment under this order upon notification to Seller by designated shipperfacsimile, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designeeemail, or (D) mailing letter, and any such suspension of an invoice shipment shall be without penalty or cost to Buyer. Xxxxx agrees to provide Except for delays of Seller’s subcontractors or labor shortages, for which Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass shall be fully responsible, Seller shall not be liable for damages to Buyer on tender of delivery, subject for delays or defaults in deliveries due to unforeseeable contingencies beyond Seller’s right to stop Goods in transit control and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at without Seller’s standard ratesfault or negligence. Goods invoiced and held at any location Seller’s delays or defaults in deliveries shall be grounds for whatever reason will be at Buyer’s risk and cancellation of this order regardless of the cause thereof. Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments shall within three (3) calendar days of receipt the occurrence thereof notify Buyer in writing of the initial shipmentoccurrence of any cause which will give rise to a delay in delivery. Buyer may not make any deduction from any payment due because of loss or damage Failure to Goods in transit. If Xxxxx makes a written requestgive such notice shall render Seller liable for all damages, Seller, in its sole discretion, may agree as a service including incidental and consequential damages to Buyer to process Xxxxx’s claim against and its customer occasioned by delay in the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied material covered by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedthis order.

Delivery. Delivery terms (per Incoterms® 2020) are stated of goods under the Order must be made in the quantities and on each the dates specified by Buyer, and any failure of Seller to provide the same shall be a material breach of this Contract. Partial shipments shall be allowed only if expressly indicated in the Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless Unless otherwise specified in writingthe Order, delivery is Delivered Duty Paid (as defined in Incoterms 2010), Buyer’s location or such other destination as may be specified in the Order. All shipping dates Seller acknowledges that Buyer’s production and marketing schedules are approximate; production will based in part upon the delivery/completion date(s) specified in the Order. Time and place of delivery are, therefore, of the essence with respect to Xxxxxx’s performance under the Order. Any provision in the Order or subsequent agreement by Buyer for installment deliveries of the items specified in the Order shall not begin until receipt by be construed as a waiver of this requirement or as severing Seller’s obligations for full, on-time delivery of all items specified in the Order. If Seller of reasonably determines in good faith that it either cannot or may not complete manufacturingdelivery or performance at the specified time and place or in the specified manner, shippingSeller 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 credit information. Tender notwithstanding that Seller’s failure to effect conforming delivery or performance may be or is the result of Force Majeure, as defined in Section 10, Seller’s failure to effect conforming delivery is deemed of goods or performance of services shall entitle Buyer, at Buyer’s sole option and without any liability to occur at 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 earliest of (A) following: revoke any prior acceptance of shipment a partial delivery or performance by designated shipperSeller, (B) allocation of Goods to Buyer return at location other than Seller’s locationrisk and expense all or any part of items delivered in partial satisfaction of the Order, (C) delivery to Buyer’s representative or designeecancel the Order, or (D) mailing to receive a refund of an invoice any amounts paid to Buyer. Xxxxx agrees Seller pursuant to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to the Order for any interest of Seller reserved to secure Buyer’s payment or performance items returned to Seller, even if freight is included to require Seller to promptly correct all defects in delivery or prepaidperformance and/or otherwise provide conforming goods or services from Seller, and to purchase substitute goods or services elsewhere and charge Seller with any loss or additional costs incurred in connection with such purchases. If in order to comply with Xxxxx’s required delivery date it becomes necessary for Seller holds Goods at Buyer’s instruction to ship the items by a more expensive mode of transportation than specified in the Order, any increased transportation cost resulting therefrom shall be paid for by Seller unless the necessity for such rerouting or because Xxxxx expedited handling has failed to supply shipping instructions or because Seller, been requested in its sole discretion, determines that any part of Goods should writing by Xxxxx. Overshipments may be held for Buyer’s account, Seller may invoice returned by Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructionsexpense, Seller may, at its option, ship the Goods to or retained by Buyer at the address specified no increase in price. Unless specifically indicated in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make Order, payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt may be made after acceptance of the initial shipment. Buyer may not make any deduction from any payment due because of loss goods or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedservices.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address TIME AND QUANTITIES ARE OF THE ESSENCE UNDER THE ORDER Seller agrees to 100% on-time delivery of the quantities and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment times specified by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified stated in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipmentrelated releases. Buyer may change the rate of scheduled shipments or direct temporary suspension of scheduling shipment, neither of which entitle Seller to modify the price of the goods or services. Buyer shall not make be obligated to accept early deliveries, late deliveries, partial deliveries or excess deliveries. If it accepts an early delivery, it reserves the right to back-charge Seller for any deduction from any payment due because incidental storage charges caused by the early delivery. All shipments shall be made with Buyer designated or approved carriers. Risk of loss or damage to Goods goods in transit shall be upon Seller and Seller shall insure the goods in transit. If Xxxxx makes delivery is not timely, Buyer may direct Seller to make expedited routing at Seller’s expense. Seller will enclose packing slips with all shipments showing Order numbers, descriptions, parts numbers and quantities. Buyer shall not be required to make payment for delivered goods in excess of specified quantities. Shipments in excess of that authorized by Buyer may be returned to Seller at Seller’s expense. The goods shall be properly packed, marked (including correlatively numbered if part of a written requestsingle delivery), Sellerloaded and shipped as required by this contract and by the transporting carrier. If delivery dates are not specified in this order, Seller shall procure materials and fabricate, assemble, and ship goods only as authorized in its sole discretion, shipment releases (“Releases”) issued by Buyer. Invoices in DUPLICATE showing Order and release number shall be rendered promptly after shipment has been made. Invoices received by Buyer five days or more after shipment may agree be re-dated as a service of date received and payment made according to Buyer terms of purchase. Seller will support EDI protocol and adhere to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days AIAG Bar Code Standards. Certificate of delivery of the Goods. All claims origin will be waived unless accompanied reflected in the delivery documents. Seller shall adhere to Buyer’s shipment and other requirements as set forth in the aforementioned Buyer’s Supplier Procedural Manual, as they may change from time to time, previously incorporated by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedreference.

Delivery. Delivery terms All prices are EXW (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status Ex‐Works)(per Incoterms 2010), unless otherwise specified by Seller in writing. All shipping dates are approximate; production , and any time period indicated for a shipment will not begin commence until receipt by Seller at Seller’s plant of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance Acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location premises other than Seller’s location’s, (C) delivery to Buyer’s representative or designee, designee or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt , whichever first occurs, will constitute tender of packing list provided by Seller. Title to Goods delivery and title will pass to Buyer on tender of deliveryBuyer, subject to Seller’s right to stop Goods of stoppage in transit and to any interest of Seller reserved to secure Buyer’s payment or performance performance, irrespective of any freight allowance or prepayment of freight. In the case of Goods held subject to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx instructions, Goods for which Buyer has failed to supply shipping instructions instructions, or because in any case where Seller, in its sole discretion, determines that any part of the Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be Goods and Buyer agrees to make payment at Seller’s standard ratesthe maturity of the invoice rendered. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance, storage and other expenses incident to such delay at their prevailing rates. If Partial deliveries shall be accepted by Buyer fails to provide shipping instructions, Seller may, and paid for at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If When Buyer declares has declared or indicates manifested an intention not to not accept delivery, no tender shall be necessary but Seller may, at its option, give written notice in writing to Buyer that Seller is ready and willing to deliver, deliver and such notice will shall constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms (per Incoterms® 2020) are Time is of the essence and shipment must be effected within the time stated on each this Order. All Orders must include Buyer’s Failure to deliver Product or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller provide Service of complete manufacturingthe quality and/or quantity within the time or times specified, shippingshall, and credit information. Tender of delivery is deemed to occur at the earliest option of (A) acceptance the Buyer, relieve it of shipment by designated shipper, (B) allocation of Goods any obligation to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at such Product and/or Service as well as any undelivered installments on the Agreement prices Order if such remain. Upon failure to deliver as specified, Buyer may purchase elsewhere and termscharge Seller with any losses that may be incurred as a consequence, unless prior arrangements for deferred shipment or changes in quality and/or quantity are made, agreed upon, and confirmed by Xxxxx in writing. Failure by the Buyer to exercise this option with respect to any installment shall not be deemed to constitute a waiver with respect to subsequent installments. If Buyer declares or indicates an intention elects to not accept deliverya late shipment from Seller, Seller mayshall ship Product by express shipment at Seller’s own expense. Quantity shipped must not exceed the amount(s) specified on this Order, unless Xxxxx's written permission is first obtained. Product and/or Service delivered in excess of amounts ordered may be refused and returned or denied at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of deliverySeller's expense. Buyer must report will not be responsible or liable for any shortages in shipments within three (3) calendar days of receipt of the initial shipmentProduct shipped or Service performed unless a duly authorized purchase order has been issued for such Product and/or Service. Buyer may not make any deduction from any payment due because Title to and risk of loss or damage to Goods delay in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service Product shall not pass from Seller to Buyer until Product is delivered pursuant to process Xxxxx’s claim against the freight vendor for any loss or damage terms of this Order. Unless otherwise specified by LOPAREX in transitthis Order, so long all deliveries of Product shall be FOB LOPAREX's Facility, Freight Prepaid (Uniform Commercial Code) as Seller receives designated on the claim within five (5) calendar days face of this Order. No tender of delivery of Product and/or Service pursuant to this Order shall be deemed made to LOPAREX, and no liability or obligation to inspect Product and/or Service shall be imposed on LOPAREX, unless and until Product and/or Service are tendered in precise conformity to the Goodsspecifications and instructions of this Order. All claims Deliveries of Product and/or Service shall be made strictly in accordance with LOPAREX's delivery schedule. Invoices covering Product shipped or Services provided in advance of the date set forth in LOPAREX's delivery schedule will not be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of paid until their normal maturity after the date specified for delivery, on which receipt . Seller shall not ship Product in quantities less than the loss or damage has been notedOrder quantity without prior written approval from LOPAREX.

Delivery. Delivery terms All prices are EXW (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon readyEx-to-ship status Works)(per Incoterms 2010), unless otherwise specified by Seller in writing. All shipping dates are approximate; production , and any time period indicated for a shipment will not begin commence until receipt by Seller at Seller’s plant of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance Acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location premises other than Seller’s location’s, (C) delivery to Buyer’s representative or designee, designee or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt , whichever first occurs, will constitute tender of packing list provided by Seller. Title to Goods delivery and title will pass to Buyer on tender of deliveryBuyer, subject to Seller’s right to stop Goods of stoppage in transit and to any interest of Seller reserved to secure Buyer’s payment or performance performance, irrespective of any freight allowance or prepayment of freight. In the case of Goods held subject to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx instructions, Goods for which Buyer has failed to supply shipping instructions instructions, or because in any case where Seller, in its sole discretion, determines that any part of the Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be Goods and Buyer agrees to make payment at Seller’s standard ratesthe maturity of the invoice rendered. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance, storage and other expenses incident to such delay at their prevailing rates. If Partial deliveries shall be accepted by Buyer fails to provide shipping instructions, Seller may, and paid for at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If When Buyer declares has declared or indicates manifested an intention not to not accept delivery, no tender shall be necessary but Seller may, at its option, give written notice in writing to Buyer that Seller is ready and willing to deliver, deliver and such notice will shall constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each the Order must be made in the quantities and on the dates specified by Buyer. Partial shipments shall be allowed only if specifically indicated in the Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless Unless otherwise specified in writingthe Order, delivery is Delivered Duty Paid (as defined in Incoterms 2000), Buyer’s location or such other destination as may be specified in the Order. All shipping dates Seller acknowledges that Buyer’s production and marketing schedules are approximate; production will based in part upon the delivery/completion date(s) specified in the Order. Time and place of delivery are, therefore, of the essence with respect to Xxxxxx’s performance under the Order. Any provision in the Order or subsequent agreement by Buyer for installment deliveries of the items specified in the Order shall not begin until receipt by be construed as a waiver of this requirement or as severing Seller’s obligations for full, on-time, delivery of all items specified in the Order. If Seller of determines that it either cannot or may not complete manufacturingdelivery at the specified time and place or in the specified manner, shippingSeller shall promptly notify Buyer and indicate the earliest possible date that it is confident that it can complete conforming delivery. Notwithstanding such notice, and credit information. Tender of notwithstanding that Seller’s failure to effect conforming delivery may be or is deemed due to occur at the earliest of (A) causes beyond Seller’s control, Seller’s failure to effect conforming delivery shall entitle Buyer, without any liability to Seller hereunder, to revoke any prior acceptance of shipment a partial delivery by designated shipperSeller, (B) allocation of Goods to Buyer return at location other than Seller’s locationrisk and expense all or any part of items delivered in partial satisfaction of the Order, (C) delivery to Buyer’s representative or designeecancel the Order, or (D) mailing to receive a refund of an invoice any amounts paid to Buyer. Xxxxx agrees Seller pursuant to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to the Order for any interest of Seller reserved to secure Buyer’s payment or performance items returned to Seller, even if freight is included and to purchase substitute items or prepaidservices elsewhere and charge Seller with any loss or additional costs incurred in connection with such purchases. If in order to comply with Xxxxx’s required delivery date it becomes necessary for Seller holds Goods at to ship the items by a more expensive mode of transportation than specified in the Order, any increased transportation cost resulting therefrom shall be paid for by Seller unless the necessity for such rerouting or expedited handling has been caused by Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should . Over shipments may be held for Buyer’s account, Seller may invoice returned by Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructionsexpense, Seller may, at its option, ship the Goods to or retained by Buyer at the address specified no increase in price. Unless specifically indicated in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make Order, payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt may be made after acceptance of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedItems.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery AJC INTERNATIONAL INCORPORATED is deemed to occur at purchasing the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Sellergoods from you for resale. Title to Goods will the goods shall pass to Buyer AJC INTERNATIONAL INCORPORATED upon delivery. We have promised deliveries to our customers based on tender the delivery date(s) specified in this Purchase Order. Time is, therefore, of deliverythe essence of this Purchase Order. If deliveries are not made by the date(s) specified in this Purchase Order, subject AJC INTERNATIONAL INCORPORATED reserves the right without liability and in addition to Seller’s its other rights and remedies to (i) terminate this Purchase Order by notice as to goods to not yet received and (ii) purchase substitute items elsewhere and charge you with any loss incurred. If in order to comply with AJC INTERNATIONAL INCORPORATED’S required delivery date it becomes necessary for you to ship goods by a more expensive way than specified in this Purchase Order, you will pay any increased transportation costs resulting therefrom unless the necessity for such rerouting or expedited handling has been caused by AJC INTERNATIONAL INCORPORATED. All goods purchased under this Purchase Order will (i) be produced and delivered to AJC INTERNATIONAL INCORPORATED in compliance with all applicable foreign, federal, state and local laws and (ii) will be accompanied by proper documents (as required by applicable foreign and domestic law) for export by you and import by AJC INTERNATIONAL INCORPORATED. IF AJC INTERNATIONAL INCORPORATED NOTIFIES YOU THE GOODS ARE TO BE INSPECTED FOR AND SUITABLE FOR EXPORT AND ENTRY INTO A SPECIFIED COUNTRY, YOU WILL PROVIDE ALL DOCUMENTS REQUIRED BY U.S. LAWS AND THE LAWS OF THE SPECIFIED COUNTRY TO FACILITATE EXPORT BY AJC INTERNATIONAL INCORPORATED AND IMPORT BY OUR CUSTOMER. Upon delivery and before or after payment (without regard to the manner of shipment or any shipping or price terms), AJC INTERNATIONAL INCORPORATED has the right but not the obligation to inspect all goods delivered under this Purchase Order and to reject any or all such goods which are defective or nonconforming. For a period of ninety (90) days after delivery to AJC INTERNATIONAL INCORPORATED (or our customer, as applicable), such period being deemed reasonable by the parties, we reserve the absolute right to stop Goods in transit and revoke any acceptance of nonconforming goods, the nonconformity of which was not perceptible upon initial inspection. Payments by AJC INTERNATIONAL INCORPORATED to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer you for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due goods delivered under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to Purchase Order do not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt acceptance of the initial shipmentgoods. Buyer may not make In the event of any deduction return or rejection of any goods product purchased pursuant hereto, you shall immediately refund and return any and all deposits, prepayments, or any sums whatsoever received by you from any payment due because of loss AJC INTERNATIONAL INCORPORATED relating to such product or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedgoods.

Delivery. Delivery terms The Supplier shall deliver the Goods in accordance with any delivery timescales, delivery dates and delivery instructions (per Incoterms® 2020to include, without limitation, as to delivery location and delivery times) are stated on each Order. All Orders must include Buyer’s set out in the Specification and Tender Response Document, the Order Form or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless as otherwise specified agreed with the Authority in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur Delivery shall be completed when the Goods have been unloaded at the earliest location specified by the Authority and such delivery has been received by a duly authorised agent, employee or location representative of the Authority. The Authority shall procure that such duly authorised agent, employee or location representative of the Authority is at the delivery location at the agreed delivery date and times in order to accept such delivery. Any arrangement by which the Goods are collected by the Authority in return for a discount on the Contract Price shall be agreed by the Parties in writing (A) acceptance of shipment by designated shipperwhere due to an emergency such arrangements cannot be committed to writing prior to collection, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyerthe Parties shall confirm such arrangements in writing as soon as possible following collection). Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for Where the Authority collects the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but collection is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer deemed delivery for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt purposes of the initial shipmentContract. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes The Supplier shall ensure that a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery note shall accompany each delivery of the Goods. Such delivery note shall contain the information specified in the Specification and Tender Response Document or as otherwise agreed with the Authority in writing. Where such information requirements as to the content of delivery notes are not specified or separately agreed, such delivery notes shall, as a minimum, contain the Authority’s order number, the name and address of the Authority, a description and quantity of the Goods, and shall show separately any extra agreed charges for containers and/or any other item not included in the Contract Price or, where no charge is made, whether the containers are required to be returned. Part deliveries and/or deliveries outside of the agreed delivery times/dates may be refused unless the Authority has previously agreed in writing to accept such deliveries. Where delivery of the Goods is refused by the Authority in accordance with this Clause 53.4 of this Schedule 11 of these Call-off Terms and Conditions, the Supplier shall be responsible for all risks, costs and expenses associated with the re-delivery of the Goods in accordance with the agreed delivery times/dates. Where the Authority accepts delivery more than five (5) days before the agreed delivery date, the Authority shall be entitled to charge the Supplier for the costs of insurance and storage of the Goods until the agreed date for delivery. Unless otherwise set out in the Specification and Tender Response Document or agreed with the Authority in writing, the Supplier shall be responsible for carriage, insurance, transport, all relevant licences, all related costs, and all other costs associated with the delivery of the Goods to the delivery location and unloading of the Goods at that location. Without limitation to the foregoing provision of this Clause 53.5 of this Schedule 11 of these Call-off Terms and Conditions, unless otherwise stated in the Specification and Tender Response Document or agreed with the Authority in writing, the Supplier shall be responsible for obtaining all export and import licences for the Goods and shall be responsible for any delays to the delivery time due to such licences not being available when required. In the case of any Goods supplied from outside the United Kingdom, the Supplier shall ensure that accurate information is provided to the Authority as to the country of origin of the Goods and shall be liable to the Authority for any extra duties or taxes for which the Authority may be accountable should the country of origin prove to be different from that set out in the Specification and Tender Response Document. All claims will third party carriers engaged to deliver the Goods shall at no time be waived unless accompanied by a delivery receipt, signed by freight vendor’s an agent at time of delivery, on which receipt the loss or damage has been notedAuthority and accordingly the Supplier shall be liable to the Authority for the acts and omissions of all third party carriers engaged to deliver the Goods to the Authority.

Delivery. Delivery terms Upon acceptance of an Order by SPEAR and the satisfaction of all SPEAR prerequisites prior to delivery, SPEAR shall ship the Spear Offerings and any associated Documentation to Purchaser or End Customer, as applicable, by full or partial shipment, in accordance with the Order Acknowledgement. Unless otherwise mutually agreed by the Parties, all Spear Offerings shall be shipped FCA ESPOO (per Incoterms® FINĮAND) (INCOTERMS 2020) are stated on each and shall be deemed shipped upon being made available to the first carrier at SPEAR's site. Title shall pass from SPEAR to Purchaser upon tender to first carrier. SPEAR’s acceptance of an Order issued by Purchaser does not constitute acceptance of the INCOTERMS set forth in the Order. All Orders must include BuyerNotwithstanding, all fees associated with customs formalities, including import and export, are Purchaser’s or forwardersole responsibility. If requested by Xxxxxxxxx, SPEAR will arrange transport and add freight and handling charges to the Purchaser’s address and are assumed to authorize immediate release upon ready-to-ship status unless invoice. Unless otherwise specified agreed in writing. All shipping dates are approximate; production will not begin until receipt by Seller , delivery of complete manufacturing, shipping, and credit information. Tender of delivery is software shall be deemed to occur at upon the earliest provision of (A) a link to enable Purchaser to download the software or imbedded in any hardware purchased. Software is delivered in the English language. Additional language packs may be available for purchase. SPEAR will assign estimated shipment dates on Orders based on the availability of the Spear Offerings and SPEAR's acceptance of Purchaser’s Order. SPEAR will make commercially reasonable efforts to meet its assigned shipment dates. However, SPEAR will not be liable for its failure to meet such dates. If Purchaser or End Customer requests or otherwise causes SPEAR to store Spear Offerings beyond the assigned shipment date, Purchaser will be invoiced a commercially reasonable service and handling fee. SPEAR shall have no liability to Purchaser for delayed or cancelled shipments due to SPEAR's compliance with applicable trade or export regulations or sanctions. In the event that the Spear Offerings will be used by designated shipperEnd Customer as part of a larger solution including third-party products and/or services, (B) allocation it will be the sole responsibility of Goods Purchaser to Buyer at location other than Seller’s location, (C) delivery obtain any additional license or use rights necessary for SPEAR to Buyer’s representative or designeeintegrate its solution, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller create interoperability, with defined shipping instructions within seven (7) business days following receipt of packing list technology owned or otherwise provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedthird parties.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Ordertakes place by an external carrier, by NEXT LUBRICANTS BV or the buyer organises the transport. All Orders must include Buyer’s or forwarder’s If NEXT LUBRICANTS BV provides for delivery then this always takes place to the delivery address and are assumed of the buyer lastly communicated to authorize immediate release upon ready-to-ship status NEXT LUBRICANTS BV by the buyer. NEXT LUBRICANTS BV is entitled to charge an advance. After payment of the advance delivery to the buyer shall take place, unless otherwise specified in writingthe parties stipulate otherwise. All shipping dates are approximate; production will not begin until The buyer is held to take receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur the goods at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods moment that NEXT LUBRICANTS BV delivers or has these delivered to Buyer the same or at location other than Seller’s location, (C) delivery the moment that they are made available to Buyer’s representative the same according to the agreement. Upon arrival the buyer is held to immediately provide opportunity to unload in an installation suitable for the goods. If the buyer refuses to take receipt or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees fails to provide Seller with defined shipping information or instructions within seven (7) business days following receipt that are required for the delivery then NEXT LUBRICANTS BV is entitled to store the goods at the expense and risk of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaidthe buyer. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed the buyer does not take receipt within one month then the buyer remains liable to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for pay the Goods, sales prices as well as for storageany and all additional costs, including in any case transport and storage expenses, and NEXT LUBRICANTS BV shall be entitled to sell the goods to another party. Storage fees will Should this not be successful then NEXT LUBRICANTS BV shall be entitled to destroy the goods. The damages incurred by NEXT LUBRICANTS BV in case of a resale or destruction are at Seller’s standard ratesthe expense of the buyer. Goods invoiced and held In case of delivery COD (cash on delivery) by an external carrier NEXT LUBRICANTS BV always charges cash on delivery charges to the buyer. If the buyer organises a carrier then this shall take place at any location for whatever reason will be at Buyer’s the risk and Seller may charge expense of the buyer and NEXT LUBRICANTS BV cannot be held liable for (but is not obligated to carry) insurancethe same. If Buyer fails NEXT LUBRICANTS BV specified a period for delivery then it shall be approximate. A specified delivery period is therefore never a fatal deadline. In case of an overstepping of a period the buyer must first give NEXT LUBRICANTS BV written notice of default and give it a reasonable period in order to provide shipping instructionsyet deliver. In addition the delivery period always applies under the proviso of uninterrupted working conditions and supply of material, Seller may, at its option, ship uninterrupted transport and timely delivery by suppliers of NEXT LUBRICANTS BV in such manner that NEXT LUBRICANTS BV is able to comply with the Goods delivery period. If NEXT LUBRICANTS BV requires data from the buyer within the framework of the implementation of the agreement then the delivery period takes effect after the buyer has made these available to Buyer at NEXT LUBRICANTS BV. An overstepping of the address specified delivery period shall never entitle the buyer to claim compensation or not to comply with an obligation deriving from the agreement on the part of the same. NEXT LUBRICANTS BV is authorised to deliver or have delivered the goods in the applicable Order and parts. NEXT LUBRICANTS BV is entitled to invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedseparately.

Delivery. The Goods will be delivered within a reasonable time after the receipt of Buyer's purchase order and subject to availability of finished Goods. Seller shall not be liable for any delays, loss or damage in transit. Unless otherwise agreed in writing by the parties, Seller shall deliver the Goods to the place indicated in the Sales Confirmation (the "Delivery terms Point") using Seller's standard methods for packaging and shipping such Goods. Buyer shall take delivery of the Goods within five (per Incoterms® 20205) are stated on each Orderdays of Seller's written notice that the Goods have been delivered to the Delivery Point. All Orders must include Buyer’s or forwarder’s address Buyer shall be responsible for all loading costs and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until provide equipment and labor reasonably suited for receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur the Goods at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to BuyerDelivery Point. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, may in its sole discretion, determines that any part without liability or penalty, make partial shipments of Goods should be held for to Buyer’s account. Each shipment will constitute a separate sale, Seller may invoice and Buyer shall pay for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at units shipped whether such shipment is in whole or partial fulfillment of Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance's purchase order. If for any reason Buyer fails to provide shipping accept delivery of any of the Goods on the date fixed pursuant to Seller's notice that the Goods have been delivered at the Delivery Point, or if Seller is unable to deliver the Goods at the Delivery Point on such date because Buyer has not provided appropriate instructions, Seller maydocuments, licenses or authorizations: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Seller, at its option, ship may store the Goods to until Buyer at picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance). The quantity of any installment of Goods as recorded by Seller on dispatch from Seller's place of business is conclusive evidence of the address specified in quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the applicable Order and invoice contrary. The Seller shall not be liable for any non-delivery of Goods (even if caused by Seller's negligence) unless Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give gives written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim non-delivery within five (5) calendar days of the date when the Goods would in the ordinary course of events have been received. Any liability of Seller for non-delivery of the Goods. All claims will Goods shall be waived unless accompanied by limited to replacing the Goods within a delivery receipt, signed by freight vendor’s agent at reasonable time of delivery, on which receipt or adjusting the loss or damage has been notedinvoice respecting such Goods to reflect the actual quantity delivered.

Delivery. Delivery terms The marine fuel delivered under this Contract shall be delivered at the Seller’s terminal if available, or by barge, or otherwise as agreed. In the event Buyer requests delivery by barge, as a courtesy to Buyer, Seller will arrange for such barging. Vessel will be bunkered as promptly as circumstances permit but Seller shall not be liable for any demurrage or any loss due to congestion at terminal or to prior commitments of available barges. Buyer shall pay all barging charges, including minimum charges, overtime, demurrage and pumpback fees. Buyer or vessel’s local agent shall give to Seller at each port where deliveries are required at least forty-eight (per Incoterms® 202048) are stated hours advance notice, Sunday’s and holidays excluded, of the exact quantity required and exact location and time at which delivery is required. Any change in delivery time or quantity by Buyer or vessel’s agent requires at least eighteen (18) hours advance notice from loading time. Any additional charges to accommodate such change will be for the Buyer’s account. Buyer shall make all connections and disconnections between the delivery hose and vessel’s intake pipe and shall render all other necessary assistance and provide sufficient tankage and equipment to receive promptly all deliveries hereunder. In no case shall Seller be liable for any damage or delay resulting from causes beyond their control or avoidable by due care on each Orderthe part of the Buyer or its vessel. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deliveries shall be deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will be complete and title shall pass to Buyer on tender of deliverywhen the marine fuel has reached the flange connecting the BUYER’S VESSEL’S BUNKER MANIFOLD WITH THE SELLER’S DELIVERY FACILITY (I.E., subject to Seller’s right to stop Goods in transit BUNKER BARGE). The marine fuel shall be pumped at the risk and to any interest peril of Seller reserved up to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If that flange only and thereafter Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should shall not be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor responsible for any loss or damage. Buyer shall indemnify Seller against all damage and liabilities arising from any acts or omissions of Buyer or its servants, ship’s officers or crews in transit, so long as Seller receives the claim within five (5) calendar days of connection with delivery of marine fuel under the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedContract.