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. 7.1 Where Brenntag agrees or states a specified delivery date, Brenntag shall use reasonable endeavours to deliver on or before the relevant date, but Brenntag shall be under no obligation to do so. 7.2 Brenntag shall not be obliged to make delivery at any specified time. The Buyer shall be obliged to accept any delivery during the hours of 8:30 a.m. and 4:30 p.m. on a day on which the banks are open for a full range of transactions in the territory in which the Buyer is situated (the “Normal Delivery terms (per Incoterms® 2020) Hours”). If the Buyer requests that delivery take place at a specified time or outside the Normal Delivery Hours and the same is recorded in the Order Acknowledgement, Brenntag will use its reasonable endeavours to deliver at the specified time. Brenntag may charge an additional amount for such delivery, at Brenntag’s absolute discretion. 7.3 Time shall not be of the essence with respect to any of Brenntag's obligations arising under the Contract. 7.4 Brenntag shall not be liable in respect of any loss incurred by the Buyer arising from any delay in delivery of the Goods or performance of any service. 7.5 Where the Goods are stated delivered by Brenntag by road tanker or similar vehicle, the Time of Delivery shall be when the Goods pass the final flange on each Order. All Orders must include the road tanker. 7.6 Where the Goods are delivered by Brenntag by drum or other container, the Time of Delivery shall be when the Goods are removed from the transporting vehicle. 7.7 Where the Goods are collected from Brenntag by drum or other container, the Time of Delivery shall be when the Goods are lifted over the side of the Buyer's transporting vehicle. 7.8 Where the Goods are collected from Brenntag's storage tank or site, in a road tanker or similar vehicle, the Time of Delivery shall be when the Goods pass the final flange of Brenntag’s or forwarder’s address and storage tank. 7.9 Where the Goods are assumed to authorize immediate release upon ready-to-ship status unless otherwise delivered in some manner other than as specified in writingClauses 7.5, 7.6 or 7.8 above, the Time of Delivery shall be when the Goods leave Brenntag’s premises. 7.10 The provisions of Clauses 7.4, 7.5, 7.6, 7.8 and 7.9 above are subject to any contrary provision of the Order Acknowledgement which may specify a different Time of Delivery. All shipping dates are approximate; production will not begin until receipt by Seller Without limitation, the Order Acknowledgement may specify that an Incoterm applies in which event the Time of complete manufacturing, shipping, and credit information. Tender of Delivery shall be when delivery is effected as stated in that Incoterm (and if none is so stated, then in accordance with the provisions of Clauses 7.4, 7.5, 7.6, 7.8 and 7.9 above). 7.11 Where the Goods are handed to a carrier for carriage to the Buyer or to a United Kingdom port for export any such carrier shall be deemed to occur at be an agent of Brenntag and not 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 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 Goodspurposes of sections 44, as well as for storage. Storage fees will 45 and 46 of the Sale of Goods Xxx 0000. 7.12 The Buyer agrees that section 32(3) of the Sale of Goods Xxx 0000 shall not apply to Products sent by Brenntag. 7.13 The Buyer shall not 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 entitled to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship reject the Goods if Brenntag delivers up to Buyer at and including 5% more or less than the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment quantity 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 notedordered.

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 (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 (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 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 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 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. 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 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. 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 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 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 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® 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. 5.1. Deliveries shall be made to the Delivery terms Address(es) listed in the Special Terms and Conditions. Avfuel or its authorized shipping agent (per Incoterms® 2020“Shipping Agent”) are stated on each Ordershall be provided access to Customer’s storage facilities during normal business hours, or at such other times as may be approved by Customer’s authorized representative, for the purpose of unloading the Products. 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, the minimum delivery of Jet A or Avgas fuel will be a full standard transport tanker load as determined by the maximum allowable Gross Vehicle Weight between the supply point and the delivery address. All shipping dates are approximate; production will not begin until receipt Avfuel reserves the right to impose a surcharge for deliveries of less than a full tanker load. 5.2. Delivery shall be into tanks designated by Seller Customer. Such designation shall be construed as a warranty that the designated tanks and containment areas have been inspected and approved by the appropriate regulatory agencies. Customer shall be responsible for all unloading operations including the placement of complete manufacturing, shippinghoses into the proper storage tanks. Customer shall specifically designate and gauge the available capacity of the tanks into which the Product shall be unloaded, and credit information. Tender shall bear all responsibility of delivery is deemed to occur at spillage or contamination of the earliest Product after it leaves the end 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 any properly operating hose provided by SellerAvfuel or its Shipping Agent. Title Access to Goods will pass Customer’s tanks shall be furnished in such a manner that Avfuel or its Shipping Agent can safely and conveniently reach Customer’s storage facility with the hoses available, and Avfuel or its Shipping Agent may refuse to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to complete any interest of Seller reserved to secure Buyer’s payment delivery which Avfuel 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 Sellerthe Shipping Agent determines, in its sole discretion, determines that any part of Goods should cannot be held made safely. 5.3. Customer shall be responsible for Buyer’s account, Seller may invoice Buyer all demurrage charges assessed by the Shipping Agent 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 additional time spent at the address specified Delivery Address(es)_ or any Alternative Location. 5.4. Any claim by Customer of any discrepancy 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 quantity of the initial shipmentProduct delivered shall be effective only if Avfuel is immediately notified, while Shipping Agent is still present. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written requestGIVEN THE NATURE OF THE PRODUCTS, 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 notedTIME IS OF THE ESSENCE WITH RESPECT TO SUCH CLAIMS AND NO CLAIM SHALL BE PERMITTED OR EFFECTIVE UNLESS DELIVERED WITHIN THE SPECIFIED PERIOD.

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 (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® 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 feet from the box end(s)/bulkhead(s) of the Barge. 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 have been transported by barge prior to delivery, then title to and risk of loss of the 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 Buyer’s Transporter. (b) Rail or truck deliveries. Unless otherwise specifically provided in the Confirmation, for rail or truck deliveries, the Fuel shall be delivered to Buyer FOB Unit Train(s) or FOB truck(s) at the Delivery Point. Seller shall bear, remain responsible for and pay all expenses and costs associated with delivery of the GoodsFuel FOB Unit Train(s) or FOB truck(s) before the Delivery Point 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 delivery of Fuel under this Master Agreement up to the Delivery Point. All claims For truck deliveries, title to and risk of loss of the Fuel will pass to Buyer upon completion of proper loading of such trucks at the Delivery Point in accordance with this Master Agreement. For rail deliveries, title to and risk of loss of the Fuel will pass to Buyer upon completion of proper loading of all railcars in each Unit Train at the Delivery Point in accordance with this Master Agreement and acceptance of the Unit Train by the railroad. Buyer or its Transporter shall furnish suitable Unit Trains or trucks for loading and delivery of the Fuel and Seller shall provide or designate loading points that have adequate access and loading facilities sufficient to load the Fuel properly and within the appropriate loading time. Such Unit Trains or trucks shall be waived unless accompanied substantially compatible with the Fuel loading facilities utilized by Seller and shall be properly prepared to receive Fuel. Fuel haulage or transportation equipment provided by either Seller or Buyer, 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 receipt, signed schedule. Seller agrees to inspect and to take all other reasonable and necessary steps so as not to permit Fuel to be loaded in railcars that contain foreign material. If the Delivery Point is such that the Fuel will have been transported by freight vendor’s agent at time of Unit Train or truck 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 Unit Trains or trucks to. and the acceptance of such Unit Trains or trucks by Buyer, or Buyer’s Transporter. Seller shall be liable for and shall defend, indemnify, and hold harmless Buyer from any demurrage charges, excess freight charges, deficiency freight charges, or other transportation costs incurred by Buyer as a result of Seller’s failure to satisfy any loading and/or shipping requirements that Seller is informed of by Buyer. 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 Unit Trains or trucks for the loading of Fuel at the Delivery Point; provided that such charges are not the result of an action or inaction of Seller. It is the sole obligation and responsibility of Seller to conform to all rail carrier restrictions relating to maximum allowable gross railcar weights. Buyer shall inform Seller of all such restrictions to ensure Seller’s compliance therewith. If cars are found to be overloaded, Seller shall be responsible for any associated costs for reducing the weight of railcars to comply with the applicable rail carrier’s restrictions and shall be obligated to provide Buyer with corrected governing weight documentation. Seller shall be responsible for any damage has been notedresulting from overloaded cars. It is the sole obligation and responsibility of Seller to load trains to at least the minimum train weight as directed by and in compliance with the applicable transportation contract. Buyer shall inform Seller of all relevant provisions of such contract to ensure Seller’s compliance therewith. It shall be the Seller’s responsibility to verify minimum weight from the Buyer’s transportation coordinator before loading a Unit Train.

Delivery. Delivery It is a condition of entry onto a Bunge Facility that the Deliverer agrees to these terms (per Incoterms® 2020) are stated on each Orderand conditions, even where receival of a particular parcel of Grain does not occur. All Orders must include BuyerReceival is offered at Bunge’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writingdiscretion. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is Receival shall be deemed to occur when the Del verer’s nominated vehicle has been weighed, the quantity/quality of Grain delivered is ascertained by Bunge and recorded on a weighbridge ticket. The Deliverer agrees that, upon receival, the nomination by the Deliverer or its agent of the acquirer of the Grain is an irrevocable direction to transfer title in the relevant parcel of Grain to the relevant acquirer at the earliest relevant Bunge Facility. The Deliverer and its agents will not make or attempt to make a Delivery that contains a contaminant likely to adversely affect the quality of (A) acceptance Grain held at the relevant Bunge Facility. The Deliverer and its agents will comply with the work, health and safety rules and directions of shipment by designated shipper, (B) allocation of Goods the relevant Bunge Facility. The Warehouser agrees to Buyer at location other than Seller’s location, (C) register with NGR and must quote or provide its NGR number to Bunge when making any delivery to Buyer’s representative a Bunge Facility. Without a valid NGR number, Bunge will not accept a Grower delivery. The Warehouser warrants that: (a) it owns any Grain tendered for delivery by or designee, on behalf of it; (b) it has not manipulated or (D) mailing loaded any delivery in any way to prevent the making of an invoice accurate assessment by Bunge of the quality of the Grain using Bunge's standard sampling procedures; (c) Grain being tendered for delivery by or on behalf of it will not: (i) contain any chemical contaminant or residues; (ii) be in breach of any relevant Laws; (d) all Grain tendered for delivery by or on behalf of it was grown between May and September immediately prior to Buyer. Xxxxx agrees the current season; (e) any vehicle used to provide Seller deliver the Grain is clean, dry and free of any remaining materials and odours from previous loads; (f) if any of the Grain has been treated 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 substances for the Goodscontrol of insects, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced details of the substances and held at the application of those substances has been provided in writing to Bunge before the Grain is delivered to the Bunge Facility and the use of 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 other chemical in the applicable Order process of planting, growing and invoice Buyer for the Goods. Xxxxx agrees to make payment storage 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 Grain has been notedin accordance with the levels prescribed in any relevant Law and also in accordance with the usage instructions; (g) any information it provides to Bunge in relation to this Bunge Warehousing Agreement is complete, true and correct and not misleading or deceptive or likely to mislead or deceive.

Delivery. Delivery terms (per Incoterms® 2020a) are stated on each Order. All Orders must include Each bulk Concentrate shipment shall be delivered by Seller to Buyer FCA Hazesa Terminal, Manzanillo via the Buyer’s TMC warehouse in Manzanillo. (b) For purposes of the Freight Credit, the Buyer is responsible for discharge of Concentrates from the carrying vessel’s hold(s) and shall arrange and shall pay for all costs associated with discharge. (c) For purposes of the Freight Credit, the carrying vessel used by Buyer shall be classified highest Lloyd’s registration or forwarder’s address equivalent and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production shall be no more than fifteen (15) years of age (provided, however, that if the age of the nominated vessel exceeds fifteen (15) years, Buyer will not begin until receipt accept a vessel with an age of no more than twenty (20) years, provided that all additional cargo insurance caused by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of age being above fifteen (A15) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than years shall be for the Seller’s locationaccount), (C) delivery single deck, bulk carrier otherwise suitable to Buyer’s representative discharge the Concentrate by grab having fully flat and unobstructed tank top without any protruding structures which might be a hindrance for the performance of normal grab discharge and/or the use of payloaders in holds. Spout trimming must be observed at loading port, not leveling. No Concentrate to be stowed in bridge spaces, deep tanks or designee, or (D) mailing other spaces inaccessible to mechanical grabs for discharging. Any extra expenses incurred in discharging by reason 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 stowage in transit and to any interest excepted places shall be for account of Seller reserved and any time so lost and above the usual time required for grab discharge is not to secure Buyer’s payment or performance count as laytime used. (d) For purposes of the Freight Credit, Buyer has responsibility to Seller, even if freight is included or prepaid. If Seller holds Goods deliver Concentrate to the port of discharge nominated by Dowa at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Sellerown costs, even 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 case of loss or damage to Goods in transit. If Xxxxx makes a written requestthe Concentrate or expense, Sellerif caused by insolvency or financial default of owners, in its sole discretionmanagers, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss charterers, or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery operators of the Goodscarrying vessel, unless such cause also constitutes a Force Majeure Event as defined herein. (e) For purposes of the Freight Credit, for discharge at Akita, Japan, Dowa guarantees a discharge rate of 2,500 wet tonnes per weather working day of 24 consecutive hours, Sundays and legal, local and customary holidays excepted unless used, and if used, actual time used to count as laytime used. All claims will Laytime shall commence at 08:00 a.m. of the immediately next working day after the carrying vessel has tendered Notice of Readiness for discharge, unless sooner commenced, whether in berth or not, but only after free pratique is granted. Notice of Readiness is to be waived tendered during office hours only from 08:00 a.m. to 05:00 p.m., Monday through Friday, and 09:00a.m.-12:00p.m. on Saturday that the performing vessel is ready in all respects to start discharging operations, whether in berth or not, after it has arrived at the port of discharge. (f) For purposes of the Freight Credit, demurrage or despatch money (as applicable) at the port of discharge shall be for Dowa’s account at those rates in Buyer’s Charter Party for each shipment, provided that such rates are approved by Dowa, prior to each shipment. (g) If another cargo is being discharged from the same vessel at the Akita port, (i) In case of the Concentrate being discharged after the completion of discharge of such other cargo, laytime shall commence two (2) hours later after discharge completion of such cargo unless accompanied by a delivery receiptsooner commenced. (ii) In the case of combined shipment with other cargoes, signed by freight vendor’s agent laytime shall be calculated based on the total quantity discharged at time the Akita port and shall be proportionally allocated based on the Xxxx of delivery, on which receipt the loss or damage has been notedLading quantities.

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. Delivery terms (per Incoterms® 2020) 1. Deadlines applicable to Seller are stated on each Ordernot fatal, unless the parties have expressly agreed otherwise in writing in the Agreement. All Orders must include Buyer’s or forwarder’s address An agreed term applicable to Seller will not commence until after the Agreement has been concluded and are assumed Seller is in possession of all information necessary for the performance of the Agreement. An agreed delivery period applicable to authorize immediate release upon ready-to-ship status unless Seller will be extended at least by the number of days that have lapsed between the time the Agreement is concluded and the time at which all information necessary for the performance of the Agreement has come into possession of Seller. 2. Unless otherwise specified agreed in writing, the delivery of goods shall take place at a (Dutch) business location of Seller. 3. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturingUnless agreed otherwise in writing, 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 risk for the goods shall pass to Buyer at the time of delivery. 4. Seller may deliver the goods in partial batches (partial deliveries). 5. Buyer is obliged to take the delivery of the goods. 6. In the event of delivery at the business location other than of Seller’s location, (C) the obligation to take delivery commences at the moment that Seller notifies Buyer that the goods are ready to Buyer’s representative or designeetake delivery, or (D) mailing after which Buyer must collect the goods within a period of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt at the latest. 7. In the event of packing list provided delivery by Seller. Title means of delivery to Goods will pass the address of Buyer, the goods must be taken at the time that Seller offers the goods to Buyer on tender location. If a delivery address has not been explicitly agreed upon in writing, Seller may deliver the goods to the address of deliverythe Buyer that is known to Seller or as appears from the trade register. 8. If Buyer does not take delivery of the goods or does not take delivery on time, subject Buyer shall be in default without further notice of default being required. In that case, Seller shall be entitled a) to Seller’s right store the goods at the expense and risk of Buyer at 5% of the invoice value of the delivery per week with a maximum of € 250,00 per day or b) after having offered a final term for taking delivery of the goods within 5 working days, to stop Goods in transit and sell the goods to any interest of a third party at a price Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaiddeems reasonable under the circumstances. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed sells the goods to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s accounta third party, Seller may invoice Buyer for decide to reduce 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 amount payable by Xxxxx with 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 net proceeds of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage sale 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 notedthat third party.

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® 2020a) are stated on each Order. All Orders must include Buyer’s or forwarder’s address Prior to the First Effective Time, the Company shall appoint a Person authorized to act as exchange agent in connection with the transactions contemplated by Section 3.01, which Person shall be selected by the Company and are assumed be reasonably acceptable 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 manufacturingSPAC (provided that Continental Stock Transfer & Trust Company and American Stock Transfer & Trust Company, shipping, and credit information. Tender of delivery is LLC shall be deemed to occur be reasonably acceptable to SPAC) (the “Exchange Agent”) and enter into an exchange agent agreement reasonably acceptable to the Company and SPAC with the Exchange Agent (the “Exchange Agent Agreement”) for the purpose of exchanging, upon the terms and subject to the conditions set forth in this Agreement, each SPAC Class A Share on the register of shareholders of SPAC for the Merger Consideration issuable in respect of such SPAC Class A Shares. At least two Business Days prior to the Closing, the Company and SPAC shall direct the Exchange Agent to, at the earliest First Effective Time, exchange each such SPAC Class A Share for the Merger Consideration pursuant to the Exchange Agent Agreement and perform the Exchange Agent’s other obligations thereunder. (b) All Class A Ordinary Shares delivered upon the exchange of SPAC Class A Shares in accordance with the terms of this Article III shall be deemed to have been exchanged and paid in full satisfaction of all rights pertaining to the securities represented by such SPAC Class A Shares and there shall be no further registration of transfers on the register of shareholders of SPAC of the SPAC Class A Shares. From and after the First Effective Time, holders of SPAC Class A Shares shall cease to have any rights as shareholders of SPAC, except the right to receive Class A Ordinary Shares in exchange therefor, as provided in this Agreement. (Ac) acceptance No interest will be paid or accrued on the Merger Consideration to be issued pursuant to this Article III (or any portion thereof). From and after the First Effective Time, until surrendered or transferred, as applicable, in accordance with this Section 3.03, each SPAC Class A Share shall solely represent the right to receive the Merger Consideration to which such SPAC Class A Share is entitled to receive pursuant to this Agreement. (d) Notwithstanding anything to the contrary in this Agreement, none of shipment the Parties or the Surviving Company or the Exchange Agent shall be liable to any Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar applicable Law. Any portion of the Merger Consideration remaining unclaimed by designated shipper, (B) allocation of Goods SPAC Shareholders immediately prior to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designeesuch time when the amounts would otherwise escheat to, or (D) mailing become property of, any Governmental Authority shall become, to the extent permitted by applicable Law, the property of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt the Company free and clear 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 claims or 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 notedPerson previously entitled thereto.

Delivery. Delivery terms (per Incoterms® 2020) are A. Buyers Purchase Orders shall state the delivery dates for Products. TIME AND RATE OF DELIVERY ARE OF THE ESSENCE OF ALL PURCHASES MADE UNDER THIS AGREEMENT. The minimum agreed period between Buyer issuance of a Purchase Order and the scheduled delivery date shall be as stated on each Order. in Exhibit B. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-deliveries shall be F.O.B. 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 prepaidpoint. 1. If Seller holds Goods at Buyer’s instruction fails or because Xxxxx has failed is about to supply shipping instructions or because fail to meet a delivery date stated in a Purchase Order, and such failure is the sole fault of Seller, then Seller shall promptly notify Buyer, and Buyer reserves the right to (a) direct Seller, at Seller's expense, for the extra cost thereof, to use any expedited transportation methods available to deliver the Products as quickly as possible. 2. For each Purchase Order, Seller shall deliver on the delivery date stated in the Purchase Order the full number of Products ordered in each Purchase Order by Buyer. If Seller is unable to deliver the full number of Products ordered, and such failure is the sole fault of Seller, Seller shall notify Buyer promptly, and Buyer may, at its sole discretionoption, determines that any part (i) consent to such partial delivery or (ii) reschedule all or a portion of Goods should be held the order without charge. B. Buyer will only pay for Buyer’s account, Seller may invoice quantities of Product ordered by Buyer for the Goods, except as well as for storageotherwise agreed. 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 purchase any quantity of over shipped Products. Any portion of the Goods over shipment not purchased will be returned to Seller at Seller's risk, freight collect. Seller will credit Buyer at with the address specified in amount of outbound freight attributable to such returned over shipments. C. Buyer shall have the applicable Order right to cancel all or part of Purchase Orders and invoice cancel or reschedule purchase and delivery of any Products purchased pursuant to the canceled Purchase Order. Exhibit E provides the required notice periods and the percentage of Products that the Buyer can cancel or reschedule for each notice period. D. Buyer shall use its best efforts to forecast its intended purchases for a twelve (12) month period on a monthly basis. Such forecast is for Seller's convenience only, and shall not create any liability for Buyer or obligation to purchase Products. E. Buyer will measure Seller's performance against commitments, for the Goodspurpose of establishing Seller's rate of timely delivery and lead-time improvement against Buyer's requirements. Xxxxx agrees to make payment Timely delivery shall mean delivery 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 scheduled quantities no more than three (3) calendar days early or three (3) days late. Seller shall deliver the exact quantity of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transitProducts scheduled. If Xxxxx makes Seller delivers less than the scheduled 7 8 requirement, Seller shall correct the shortage within a written requesttwo (2) day period. F. Seller shall package, Sellerstore, and handle Products manufactured for, and for delivery to, Buyer in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against accordance with the freight vendor requirements and procedures set forth in Exhibit F. Seller shall be responsible for any loss or damage to Products due to Sellers failure to properly package, store, or handle the Products in transitaccordance with the terms of Exhibit F or otherwise good commercial practice. Seller shall bear the risk of loss during transportation with respect to any Products rejected by Buyer, so long as acting in good faith, upon delivery by Buyer to the carrier. G. Title and risk of loss shall pass to Buyer upon Seller's delivery to the common or contract carrier at Seller's facility. H. Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receiptshall provide all information under its control which is necessary or useful for Buyer to obtain any export or import licenses required for Buyer to ship or receive Products, signed by freight vendor’s agent at time including, but not limited to, U.S. customs certificates of delivery, on which receipt the loss or damage has been notedaffidavits of origin, and U.S. Federal Communications Commissions identifier, if applicable. Each Party shall comply with all applicable export control laws and regulations.

Delivery. Delivery terms (per Incoterms® 2020a) are stated Seller shall use commercially reasonable efforts to deliver the Goods 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 the delivery date specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturingthe Sales Order Confirmation (the “Required Arrival Date”), 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 using Seller’s standard ratesmethods for manufacturing and/or procuring, packaging and shipping such Goods. 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 instructionsNotwithstanding the foregoing, Seller may, at its option, ship deliver the Goods up to fourteen (14) days prior to the Required Arrival Date. (b) Seller shall deliver the Goods to Buyer at the delivery address specified in the applicable Sales Order and invoice Confirmation (the “Delivery Location”), which may be Seller’s place of business. If the Delivery Location is Seller’s place of business, Buyer shall take delivery of the Goods within fourteen (14) days of Seller’s written Notice (as such term is defined below) that the Goods have been delivered to the Delivery Location. (c) If for any reason Buyer fails to take delivery of the Goods. Xxxxx agrees Goods pursuant to make payment Section 2(b) or fails to accept delivery of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries any of the Goods on the actual date of delivery of the Goods (the “Delivery Date”), or if Seller is unable to deliver the Goods at the Agreement prices Delivery Location on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations, then on such date: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered to and terms(subject to Section 7) accepted by Buyer; and (iii) Seller, in its sole and absolute discretion, may resell, destroy or store the Goods until Buyer picks them up, whereupon, in any such event, Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance). If Seller reserves the right, in its sole and absolute discretion, to store, resell, or destroy any Goods for which Buyer declares does not take or indicates an intention accept delivery or fails to not accept provide appropriate instructions, documents, licenses or authorizations for such delivery, and Seller mayshall, at its optionin any such event, give written notice be relieved of any responsibility or liability with respect to those Goods. (d) Buyer that Seller is ready shall be responsible for all loading costs and willing to deliver, shall provide equipment and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of labor reasonably suited for 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, Sellerat the Delivery Location. (e) Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of the Sales Order Confirmation. (f) Buyer may agree as request 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 delayed delivery of the Goods. All claims will be waived unless accompanied , in which case Buyer assumes the risk of loss of such Goods as of the Required Arrival Date set forth in the applicable Sales Order Confirmation. (g) The quantity of any installment of Goods as recorded by a Xxxxxx on dispatch from Seller’s place of business is conclusive evidence of the quantity received by Buyer on delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedabsent manifest error.

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. 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. 5.1. Deliveries shall be made to the Delivery terms Address(es) listed in the Special Terms and Conditions or any other addresses as Customer may specify from time to time. Avfuel or its authorized shipping agent (per Incoterms® 2020“Shipping Agent”) are stated on each Ordershall be provided access to Customer’s storage facilities during normal business hours, or at such other times as may be approved by Customer’s authorized representative, for the purpose of unloading the Products. 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, the minimum delivery of Jet A or Avgas fuel will be a full standard transport tanker load as determined by the maximum allowable Gross Vehicle Weight between the supply point and the delivery address. All shipping dates are approximate; production will not begin until receipt Avfuel reserves the right to impose a surcharge for deliveries of less than a full tanker load. 5.2. Delivery shall be into tanks designated by Seller Customer. Such designation shall be construed as a warranty that the designated tanks and containment areas have been inspected and approved by the appropriate regulatory agencies. Customer shall be responsible for all unloading operations including the placement of complete manufacturing, shippinghoses into the proper storage tanks. Customer shall specifically designate and gauge the available capacity of the tanks into which the Product shall be unloaded, and credit information. Tender shall bear all responsibility of delivery is deemed to occur at spillage or contamination of the earliest Product after it leaves the end 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 any properly operating hose provided by SellerAvfuel or its Shipping Agent. Title Access to Goods will pass Customer’s tanks shall be furnished in such a manner that Avfuel or its Shipping Agent can safely and conveniently reach Customer’s storage facility with the hoses available, and Avfuel or its Shipping Agent may refuse to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to complete any interest of Seller reserved to secure Buyer’s payment delivery which Avfuel 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 Sellerthe Shipping Agent determines, in its sole discretion, determines that any part of Goods should cannot be held made safely. 5.3. Customer shall be responsible for Buyer’s account, Seller may invoice Buyer all demurrage charges assessed by the Shipping Agent 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 additional time spent at the address specified Delivery Address(es) or any Alternative Location. 5.4. Any claim by Customer of any discrepancy 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 quantity of the initial shipmentProduct delivered shall be effective only if Avfuel is immediately notified, while Shipping Agent is still present. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written requestGIVEN THE NATURE OF THE PRODUCTS, 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 notedTIME IS OF THE ESSENCE WITH RESPECT TO SUCH CLAIMS AND NO CLAIM SHALL BE PERMITTED OR EFFECTIVE UNLESS DELIVERED WITHIN THE SPECIFIED PERIOD.

Delivery. Delivery It is a condition of entry onto a Bunge Facility that the Deliverer agrees to these terms (per Incoterms® 2020) are stated on each Orderand conditions, even where receival of a particular parcel of Grain does not occur. All Orders must include BuyerReceival is offered at Bunge’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writingdiscretion. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is Receival shall be deemed to occur when the Deliverer’s nominated vehicle has been weighed, the quantity/quality of Grain delivered is ascertained by Bunge and recorded on a weighbridge ticket. The Deliverer agrees that, upon receival, the nomination by the Deliverer or its agent of the acquirer of the Grain is an irrevocable direction to transfer title in the relevant parcel of Grain to the relevant acquirer at the earliest relevant Bunge Facility. The Deliverer and its agents will not make or attempt to make a Delivery that contains a contaminant likely to adversely affect the quality of (A) acceptance Grain held at the relevant Bunge Facility. The Deliverer and its agents will comply with the work, health and safety rules and directions of shipment by designated shipper, (B) allocation of Goods the relevant Bunge Facility. The Warehouser agrees to Buyer at location other than Seller’s location, (C) register with NGR and must quote or provide its NGR number to Bunge when making any delivery to Buyer’s representative a Bunge Facility. Without a valid NGR number, Bunge will not accept a Grower delivery. The Warehouser warrants that: (a) it owns any Grain tendered for delivery by or designee, on behalf of it; (b) it has not manipulated or (D) mailing loaded any delivery in any way to prevent the making of an invoice accurate assessment by Bunge of the quality of the Grain using Bunge's standard sampling procedures; (c) Grain being tendered for delivery by or on behalf of it will not: (i) contain any chemical contaminant or residues; (ii) be in breach of any relevant Laws; (d) all Grain tendered for delivery by or on behalf of it was grown between May and September immediately prior to Buyer. Xxxxx agrees the current Season; (e) any vehicle used to provide Seller deliver the Grain is clean, dry and free of any remaining materials and odours from previous loads; (f) if any of the Grain has been treated 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 substances for the Goodscontrol of insects, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced details of the substances and held at the application of those substances has been provided in writing to Bunge before the Grain is delivered to the Bunge Facility and the use of 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 other chemical in the applicable Order process of planting, growing and invoice Buyer for the Goods. Xxxxx agrees to make payment storage 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 Grain has been notedin accordance with the levels prescribed in any relevant Law and also in accordance with the usage instructions; (g) any information it provides to Bunge in relation to this Bunge Warehousing Agreement is complete, true and correct and not misleading or deceptive or likely to mislead or deceive.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Ordermust 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 any be specified by Buyer. All Orders must include Parts fabricated in excess or in advance of Buyer’s or forwarder’s address and release 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. Buyer reserves the right to return to Seller, (C) delivery to Buyerat Seller’s representative or designeeexpenses, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within all goods received more than seven (7) business days following receipt ahead of packing list provided by Sellerthe required delivery date. Title Buyer 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 the normal maturity after the date specified for 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 fails to meet its scheduled 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 the deviation from Buyer’s instruction routing instructions. Should Buyer accept goods which are not delivered on or before the required delivery date, which option Buyer reserves, the Seller shall be liable for all additional costs incurred by Buyer because Xxxxx has failed of such delay(s) including, but not limited to, telecommunication costs, additional or premium transportation charges, special handling expenses, and costs to supply shipping instructions or because SellerBuyer to install the materials out of normal manufacturing sequence, in its sole discretion, determines that any part addition to other remedies available by law to Buyer. Title and risk of Goods should be held for Buyer’s account, loss remain in Seller may invoice Buyer for until goods are delivered to the Goods, as well as for storageFCA point specified herein. 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 Buyer gives notice of rejection of goods pursuant to the inspection provisions of this Order. If Xxxxx makes Seller encounters or anticipates difficulty in meeting the delivery schedule, Seller shall immediately notify Buyer 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 written requestwaiver by Buyer of any delivery schedule or date or of any rights or remedies provided by law or this Order. If Seller fails to make delivery promptly and regularly as required hereunder, SellerBuyer may, in its sole discretionaddition to other remedies available by law, may agree as a service to terminate this Purchase Order in accordance with the paragraphs of this Order entitled “Termination for Default.” Nothing contained in this Paragraph shall prevent termination by Buyer to process Xxxxx’s claim against under the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery provisions of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time “Termination for Default” paragraphs of delivery, on which receipt the loss or damage has been notedthis Order.

Delivery. Delivery terms The Tenant’s Work will be designed and completed pursuant to the following process. (per Incoterms® 2020a) are stated on each OrderTenant has delivered the preliminary Tenant’s Racking Plans to Landlord and Landlord has approved the Tenant’s Racking Plans for the purpose of commencing preparation of plans, specifications and working drawings for the Tenant’s Initial Work. All Orders must include BuyerTenant and Tenant’s or forwarder’s address and are assumed consultant shall have the right to authorize immediate release upon ready-to-ship status unless otherwise specified participate with Landlord in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturingsuch preparation in a cooperative, shipping“teamwork” approach, and credit informationLandlord will cooperate with such participation. Tender Landlord acknowledges that Tenant has a goal of delivery is deemed to occur at maximizing available rebates from the earliest electrical utility based upon design of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Sellerthe Tenant’s location, (C) delivery to Buyer’s representative or designeelighting plans. Tenant shall review and approve, 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 deliveryrequest modifications to, 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 the plans for the Goods, as well as for storage. Storage fees will be at SellerTenant’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 Initial Work within three (3) calendar business days after delivery to Tenant. Landlord has requested additional detail for Tenant’s Racking Plans concerning height of racking, floor attachment details and estimated point loads, and Tenant or its consultant will provide that information. As Tenant’s Racking Plans are further completed Tenant will deliver such plans to Landlord for approval (not to be unreasonably withheld, conditioned or delayed). Upon completion of plans, specifications and working drawings as required for construction of Tenant’s Initial Work, Landlord will apply for permits and approvals as required for construction of the Tenant’s Initial Work. Upon receipt of required permits and approvals Landlord will cause the Tenant’s Initial Work to be completed in accordance with Article III above. Landlord shall diligently proceed with the construction of the Tenant’s Initial Work and shall complete the Tenant’s Initial Work by January 1, 2005. Completion of the Tenant’s Initial Work shall mean and require that the Tenant’s Initial Work is complete in all material respects and Tenant is able to lawfully use the Building Premises for the commencement of installation of Tenant’s racking system, subject to Tenant obtaining any required permits for such installation. If for any reason (but subject to the provisions below concerning Tenant Delay (as defined below)) Landlord is unable to complete the Tenant’s Initial Work by January 1, 2005, such failure shall not affect the validity of the Lease; provided, however, that under such circumstances, the Commencement Date and the Tenant’s obligation to pay Rent shall be delayed for a period equal to such delay and the Term shall be extended one (1) day for each day of deferral of the Commencement Date. (b) Tenant has delivered the Tenant’s space plan parameters for the Building Premises to Landlord, from which the Architect for the Tenant’s Work is developing the space plan for the Building Premises. Upon delivery of the space plan to Landlord and Tenant, Landlord and Tenant shall review the space plan and upon approval by Landlord and Tenant (not to be unreasonably withheld, conditioned or delayed) Landlord shall have prepared plans, specifications and working drawings for the Base Building Work and the Tenant’s Finish Work. If Landlord or Tenant requests revisions of the space plan it will notify the other party thereof within three (3) business days of receipt and specify the requested revisions. Tenant and Tenant’s consultant shall have the right to participate with Landlord in the preparation of the initial shipmentplans, specifications and working drawings for the Base Building Work and the Tenant Finish Work in a cooperative, “teamwork” approach, and Landlord will cooperate with such participation. Buyer may Landlord will deliver the completed plans, specifications and working drawings to Tenant for review (not make any deduction from any payment due because of loss to be unreasonably withheld, conditioned or damage to Goods in transitdelayed). If Xxxxx makes Tenant requests revisions of the plans, specifications or working drawings it will notify Landlord thereof within three (3) business days of Tenant’s receipt and specify the requested revisions. Upon completion of plans, specifications and working drawings Landlord will apply for permits and approvals as required for construction of the Base Building Work and Tenant’s Finish Work. Upon receipt of required permits and approvals Landlord will cause the Base Building Work and the Tenant’s Finish Work to be completed in accordance with the provisions of Articles II and III above. Landlord shall diligently proceed with the construction of the Base Building Work and the Tenant’s Finish Work and use reasonable efforts to complete same (with a written requestcertificate of occupancy, Sellerwhich may be temporary or conditional) thereof to Tenant not later than April 1, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor 2005. If for any loss or damage in transitreason (but subject to the provisions below concerning Tenant Delay), so long as Seller receives Landlord is unable to complete the claim Base Building Work and the Tenant’s Finish Work on such schedule, such failure shall not affect the validity of this Lease; provided, however, that under such circumstances, the Tenant’s obligation to pay Rent shall be abated for a period equal to such delay and the Term shall be extended one (1) day for each day of such rent abatement. Notwithstanding the foregoing, if such completion has not occurred within five ninety (590) calendar days following the scheduled completion date (which scheduled completion date will be extended for Tenant Delays and Events of delivery Force Majeure), then Tenant shall have the right to terminate this Lease upon written notice to Landlord delivered at any time prior to Landlord’s completion of the GoodsBase Building Work and the Tenant’s Finish Work. All claims will For purposes hereof, completion of the Base Building Work and the Tenant’s Finish Work shall not be waived unless accompanied deemed to have occurred until all the following conditions shall have been satisfied: (i) The Base Building Work and the Tenant’s Finish Work shall have been completed, other than insubstantial details of construction, mechanical adjustment or decoration (“Tenant’s Punch List Items”), the non-completion of which does not interfere with Tenant’s use of the Premises for the Intended Use or prosecution of the Tenant’s Additional Work; (ii) The entire Premises shall be available for, and tendered to, Tenant for its exclusive use and possession, subject to completion of Tenant’s Punch List Items, broom clean and free of all construction debris materials and all personal property; (iii) Landlord shall have delivered to Tenant (x) a temporary certificate of occupancy which permits the use and occupancy of the Premises for its Intended Use (it being agreed that Landlord shall furnish Tenant with a permanent certificate of occupancy as soon as practicable, and at no time during the term shall Landlord permit the aforesaid temporary certificate of occupancy to expire before it is replaced with a permanent certificate of occupancy) and (y) all other certificates, permits and approvals as may be necessary for Tenant lawfully to occupy and operate the Premises in accordance with the Lease; provided, however, that compliance with this subclause (iii) shall not be required to the extent that noncompliance is caused by any incomplete portions of Tenant’s Additional Work, or other matters relating to the conduct of Tenant’s operations rather than the construction by Landlord provided for herein; and (iv) Landlord shall obtain for and deliver to Tenant a title search (the “Title Search”) of the Land and Building, prepared by a delivery receipttitle company licensed to issue title insurance in California, signed by freight vendorshowing that, as of the Title Date (as hereinafter defined), (A) Landlord is the sole fee owner of the Land and Building, (B) there are no mortgages upon the Land or the Building or any part of either, other than those mortgages for which Tenant has received or will receive an Attornment and non-disturbance agreement as required Article 13 of the Lease, (C) there are no ground or underlying leases covering the Land or the Building or any part of either, and (D) there are no liens, encumbrances, security interests, charges, reservations, easements, rights of way, restrictive covenants, conditions, limitations, or any other burden covering or affecting the Land or the Building or any part of either, other than the Permitted Encumbrances. The “Title Date” shall be any date occurring not more than thirty (30) days prior to substantial completion of the Base Building Work and the Tenant’s agent at time Finish Work. In the event that, prior to the satisfaction of deliveryany of the foregoing conditions, on which receipt Landlord and Tenant agree that completion of the loss or damage Base Building Work and the Tenant’s Finish Work has been notedoccurred, then Landlord shall still be obligated to satisfy such conditions in a timely manner subsequent to completion of the Base Building Work and the Tenant’s Finish Work.

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 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 6.1 The Seller will deliver “ex works” (per Incoterms® 2020Incoterms 2010) are stated at the production facility so chosen by Seller and referenced on each Orderprice quotation document. All Orders Every other manner of delivery must include Buyer’s or forwarder’s address and are assumed to authorize immediate release be agreed upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production Unless otherwise explicitly agreed upon in writing, the Seller will determine the manner of dispatch, transport and the like, without the Seller bearing any responsibility whatsoever with regard thereto. 6.2 Empty packaging, charged to the Buyer by the Seller, will be taken back by the Seller at the price charged, provided that the packaging concerned is received back by the Seller undamaged and in good condition, postage paid. For packaging received back at a later date than the return date agreed upon, a monthly rent is charged, amounting to 10% of the price charged, in which respect each part of a month is counted as a full month. 6.3 In mutual consultation between the Seller and the Buyer, a period will be fixed within which the Seller will deliver to the Buyer. The period referred to will not begin commence until receipt the Seller has received the quotation, order confirmation or written acceptance, as the case may be, signed for approval by Seller of complete manufacturing, shippingthe Buyer, and credit informationall other information necessary for the delivery. 6.4 The Seller will at all times have the right to deliver the Product ordered by the Buyer in partial deliveries. Tender The provisions of the preceding paragraph also apply to partial deliveries. Any partial delivery is deemed considered to occur at be an independent delivery, so that any claims concerning a partial delivery will not affect earlier or later partial deliveries. Invoicing will take place per partial delivery. 6.5 The delivery period will be extended by the earliest period in which the Seller, as a result of (A) acceptance force majeure, is unable to deliver. If the extension of shipment the original period is more than one month, then both the Seller and the Buyer will have the right to dissolve the Agreement or -in the event of partial execution of the Agreement- the part thereof that has not yet been executed, by designated shippermeans of a written statement to that effect to the other party. Dissolution pursuant to this article does not entitle either party to any compensation whatsoever. ‘Force majeure’ in this respect includes: war, (B) allocation riots and other types of Goods mobilization, fire and accidents, machine or other breakdowns in the factory, whether or not as a result of errors made by the employees of the Seller, transport impediments, flooding, frost and other weather conditions, government measures prohibiting or hindering delivery, failure by suppliers to Buyer at location other than supply or to supply in good time, failure by carriers or forwarding agents to supply in good time, failures on the part of auxiliary persons engaged by the Seller’s location, (C) delivery illness, disturbances, sit- down strikes and similar actions and all disruptions of the normal continuation of business operations of the Seller, which are a result of circumstances beyond the control of the Seller and which temporarily or permanently hinder the performance of the Agreement or make it considerably more difficult or expensive to Buyer’s representative do so. 6.6 The risk for loss of or designee, or (D) mailing of an invoice damage 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 Products will pass to the Buyer on tender from the time of delivery in accordance with this Article 6. 6.7 The Buyer is obliged to cooperate in the 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 storageto receive the Products delivered. 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 In the event of failure on the part of the Buyer to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified cooperate in the applicable Order delivery and invoice receive the Products in good time, the Seller will have the right to charge the Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay additional costs incurred (including 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 notedinstance storage costs).

Delivery. Delivery terms (per Incoterms® 2020) 7.1 Deliveries are stated made to the address specified by the Customer on each the Order. All Orders must include Buyer’s . 7.2 Signature by the Customer 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 any representative or designeeemployee of the Customer of the Company’s Delivery Note and/or Tax Invoice, shall be regarded as acceptance by the Customer that the Goods reflected in such Delivery Note and/or Tax Invoice have been properly and completely delivered. 7.3 Periods and deadlines announced by the Customer in advance shall always be only approximate unless a fixed term or a fixed deadline is expressly assured or agreed. In so far as shipment has been agreed, delivery terms and delivery deadlines refer to the time of handover to the forwarding agent, freight carrier or other third party commissioned for the transport. 7.4 WHILST EVERY EFFORT WILL BE MADE TO DISPATCH AND DELIVER THE GOODS AS ADVISED, THE COMPANY DOES NOT GUARANTEE DISPATCH AND/OR DELIVERY ON ANY SPECIFIC DATE AND SHALL NOT BE LIABLE FOR ANY DAMAGES INCLUDING CONSEQUENTIAL DAMAGES THAT MAY BE SUFFERED BY THE CUSTOMER AS A RESULT OF ANY DELAYS IN THE DELIVERY OF THE GOODS THAT MAY OCCUR, SAVE TO THE EXTENT THAT THE COMPANY MAY BE LIABLE FOR ANY LOSSES IN TERMS OF SECTION 47 OF THE CONSUMER PROTECTION ACT 68 OF 2008 AS AMENDED. 7.5 The Customer shall not be entitled to cancel any order by reason of such delay. IF UPON DELIVERY OF THE GOODS, THE CUSTOMER FAILS, REFUSES OR NEGLECTS TO TAKE DELIVERY OF THE GOODS, THE CUSTOMER SHALL NEVERTHELESS BE LIABLE TO PAY THE CONTRACT PRICE AND THE RELEVANT MONTHLY STORAGE COSTS AND THE CUSTOMER SHALL FORFEIT ANY DEPOSITS PAID TO THE COMPANY. 7.6 Should the Company be prevented in performing any of its obligations as a result of Force Majeure, or (D) mailing any cause whatsoever beyond the control 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 deliverythe Company, 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 the Company 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 mayentitled, at its option, ship to cancel the Agreement or to suspend performance of its obligations thereunder and SHALL NOT BE LIABLE WHATSOEVER FOR ANY LOSS OR DAMAGE, CONSEQUENTIAL OR OTHERWISE, RESULTING FROM SUCH INABILITY TO PERFORM ITS OBLIGATIONS, CANCELLATION OR SUSPENSION. 7.7 If the Goods to Buyer at are not accepted by the address specified Customer in whole or in part five (5) days after the confirmed delivery deadline, or in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment case of such invoice when due under this Agreement. Buyer will accept and pay deliveries on call, including for partial deliveries at quantities, if the Agreement prices and terms. If Buyer declares or indicates an intention to Goods are 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 requested within five (5) calendar days of the confirmed availability deadline, the Company shall be entitled to optionally push the Customer’s order to the next availability date, i.e. following stipulation and expiry of a reasonable period of grace, to dispose of the object of delivery in whole or in part and to supply the Customer with a reasonable longer lead time or to store the Goods and charge a storage fee of 0.5% (zero point five percent) of the Order value for every week that that the Goods are stored by the Company, or following expiry without effect of a reasonable period of grace to cancel the Order in whole or in part, the Company may charge a cancellation fee of 5% (five percent) of the value of the cancelled Order. The right to assert and provide evidence of higher or lower storage costs is reserved by the Company. 7.8 Should the Customer postpone delivery of the GoodsOrder for a second time, where a confirmed delivery date was agreed, the Company shall be entitled to charge the Customer a processing fee of R1,500.00 (one thousand Rand) per instance. All claims will If the postponement(s) induced by the Customer leads to an overall delay of the respective delivery of more than 28 (twenty eight) days, the Company shall be waived unless accompanied entitled to exercise its options pursuant to clause 7.7 above. 7.9 Unless otherwise agreed in writing, delivery and passing of risk in the Goods shall be deemed to have taken place, whichever is earliest – 7.9.1 when the Company advises the Customer in writing that the Goods are ready for collection; or 7.9.2 upon handover of the Goods (determined by a the commencement of the loading process) to the forwarding agent or carrier or to any other third party in charge of carrying out the shipment to the Customer; or 7.9.3 upon delivery receiptof the Goods to the address specified by the Customer on the Order. 7.10 If shipment or handover is delayed due to circumstances caused by the Customer, signed by freight vendor’s agent at time the transfer of delivery, risk to the Customer shall take place on which receipt the loss or damage day the Company is ready to dispatch the Goods and has been notednotified the Customer hereof.

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 (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 3.1 The Goods will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at be delivered within a reasonable time after 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 deliveryXxxxx's purchase order, subject to availability of finished Goods. The delivery and/or shipping schedule is the best estimate possible based on conditions existing at the time of Seller’s right 's Sales Confirmation or Seller's quotation and receipt of all specifications, as applicable, and in the case of non-standard items, any such date is subject to stop Goods Seller's receipt of complete information necessary for design and manufacture. Seller shall not be liable for any delays, loss or damage in transit and or for any other direct, indirect, or consequential damages due to any interest delays, including without limitation, loss of use. 3.2 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, deliver partial shipments of Goods should be held for Buyer’s accountto Buyer and ship the Goods as they become available, Seller may invoice Buyer for in advance of the Goodsquoted delivery date. If the Goods are delivered in installments, then insofar as well as for storage. Storage fees each shipment is subject to the same Agreement, the Agreement will be treated as a single contract and not severable. 3.3 Seller shall make the Goods available to Buyer at Seller's factory or designated shipment point (each, “Seller’s Shipment Point") using Seller's standard ratesmethods for packaging and shipping such Goods. Buyer shall take delivery of the Goods invoiced and held at within 5 days of Seller's written notice that the Goods have been delivered to the Seller’s Shipment Point. 3.4 If for any 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 accept delivery of any of the Goods on the date fixed pursuant to Seller's notice that the Goods have been delivered at the Seller’s Shipment Point, or if Seller is unable to deliver the Goods at the Seller’s Shipment Point on such date because Buyer has not provided appropriate instructions, Seller maydocuments, licenses or authorizations: (i) title and risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Seller, at its option, ship may store the Goods to until Buyer at the address specified in the applicable Order picks them up, whereupon Buyer shall be liable for all related costs and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept expenses (including, without limitation, storage 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 notedinsurance).

Delivery. (a) Delivery terms of the Display Products to Buyer shall be made EXW (per Incoterms® ExWorks), Crated, at the Shipment Availability Location (Incoterms 2020). Nanolumens shall substantially meet the agreed Shipment Availability Date. If a desired Shipment Availability Date is indicated on an Accepted Order, such date is an estimate based on current and expected factory loads. Nanolumens assumes no responsibility for loss, damage or consequential damage resulting from the actual Shipment Availability Date being after any desired Shipment Availability Date indicated in an Accepted Order. (b) are stated on Buyer shall, at its sole risk and expense, be required to arrange for or provide the following with respect to each Order. All Orders must include Display Product purchased by Buyer: (i) Within five (5) days of the Shipment Availability Date, transportation of the Display Products from the Shipment Availability Location; (ii) Clearing of the Display Product through customs of the importing country if the Buyer is shipping the Display Product from the Shipment Availability Location to a location outside the United States; (iii) Installation of the Display Product; and (iv) At 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 insurance on 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 Display Products on or after the Shipment Availability Date on which date 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 of a Display Product shall transfer to Goods in transit. Buyer. (c) 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 Display Products are not shipped from the claim Shipment Availability Location within five (5) calendar days of delivery after Nanolumens submission of the GoodsShipment Availability Notice to the Buyer Representative, then Nanolumens will, subject to storage availability at the Shipment Availability Location as solely determined by Nanolumens, store the Display Products at the Shipment Availability Location or such other location solely determined by Nanolumens. All claims Nanolumens reserves the right to invoice Buyer, and Xxxxx agrees to pay, Xxxxxxxxxx’ then current storage and handling fees for all storage and handling of the Display Products and/or to ship the Display Products in place after the five (5) day period described in the preceding sentence. Goods shipped in place shall be deemed delivered at such time. Title to goods shipped in place shall pass to Buyer pursuant to Section 5 below. Buyer shall bear all-risk of loss for goods shipped in place. (d) Buyer may arrange for inspection at the Shipment Availability Location of a Display Product at any time during a five (5) day period after the Shipment Availability Date. Buyer’s failure to give notice to Nanolumens of any claim within ten (10) days after the Shipment Availability Date with respect to a Display Product or within ten (10) days after performance of a Service shall constitute an unqualified acceptance thereof. Notwithstanding the foregoing, no acceptance conditions apply to Buyer’s purchase of Display Products or Services. Any defects in material or workmanship, or mis-shipment, shall be provided for under the Nanolumens Warranty. (e) If delivery site is not ready for delivery at agreed upon Shipment Availability Date, Nanolumens will invoice in accordance with Section 3. If delivery site is not ready and Nanolumens dispatches personnel, Xxxxx will be waived unless accompanied responsible for reimbursement of reasonable time and expenses incurred by Xxxxxxxxxx for said dispatch. (f) If Buyer requests an order scheduled to be shipped as a delivery receiptsingle order be broken up and shipped in multiple stages, signed by freight vendorXxxxx must request a change order whereby the parties can establish payment terms. If no change order is mutually agreed to then the Buyer will be required to meet the payment terms of the Accepted Order. (g) Should Nanolumens be required to hold Display Products at its warehouse, or a third-party location, because of Buyer’s agent inability and/or refusal to accept product shipment upon Xxxxx’s receipt of the Shipment Availability Notice, Nanolumens shall invoice Buyer and Buyer shall pay for all storage and handling at time of deliveryNanolumens’ then current storage and handling fees. (h) Upon Acceptance, on which receipt the loss or damage has been noted.all amounts due under an Accepted Order shall be paid in full and Buyer shall

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 in writingherein, delivery of the Products specified herein ("Products") will be F.O.B. U.S.A. port of shipment. All shipping dates are approximate; production will not begin until receipt by Buyer shall be responsible for obtaining all necessary licenses, permits and/or approvals from the appropriate authorities or governmental agencies for Buyer to purchase and receive and for Seller of complete manufacturing, shipping, and credit informationto deliver the Products. Tender of Any delivery date specified herein is deemed to occur at the earliest of (A) acceptance approximate only. Acceptance of shipment by a common carrier, designated shippershipper or licensed public truckman, (B) [allocation of Goods Products 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 Products held subject to Seller, even if freight is included Buyer's instructions or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx Products for which 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 accountinstructions, Seller may invoice Buyer for the Goods, as well as for storageProducts and Buyer agrees to make payment at the maturity of the invoice so rendered. Storage fees will be at Seller’s standard rates. Goods Products 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) insurance. If Buyer fails to provide shipping instructions, Seller may, insurance and storage 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 Agreementprevailing rates. Buyer will accept and pay for partial deliveries at the Agreement in accordance with contract prices and terms. If Buyer declares or indicates has expressed an intention not to not accept deliverydelivery in accordance with any order, no tender of the Products 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 FCA Seller’s dock 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 premises other than Seller’s location, or (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 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 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. Deliver the goods into the custody of the carrier or another person (e.g. a freight forwarder) named by the buyer, or chosen by the seller in accordance with A.3.a), at the named place or point (e.g. transport terminal or other receiving point) on the date or within the period for delivery and in the manner agreed or customary at such point. If no specific point has been agreed, and if there are several points available, the seller may select the point at the place of delivery which best suits his purpose. Failing precise instructions from the buyer, the seller may deliver the goods to the carrier in such a manner as the transport mode of that carrier and the quantity and/or nature of the goods may require. Delivery terms to the carrier is completed: I) In the case of rail transport when the goods constitute a wagon load (per Incoterms® 2020or a container load carried by rail) the seller has to load the wagon or container in the appropriate manner. Delivery is completed when the loaded wagon or container is taken over by the railway or by another person acting on its be-half. When the goods do not constitute a wagon or container load, delivery is completed when the seller has handed over the goods at the railway receiving point or loaded them into a vehicle provided by the railway. II) In the case of road transport when loading takes place at the seller's premises, delivery is completed when the goods have been loaded on the vehicle provided by the buyer. When the goods are stated delivered to the carrier's premises, delivery is completed when they have been handed over to the road carrier or to another person acting on each Orderhis behalf. III) In the case of transport by inland waterway when loading takes place at the seller's premises, delivery is completed when the goods have been loaded on the carrying vessel provided by the buyer. All Orders must include Buyer’s When the goods are delivered to the carrier's premises, delivery is completed when they have been handed over to the inland waterway carrier or forwarder’s address and to another person acting on his behalf. IV) In the case of sea transport when the goods constitute a full container load (FCL), delivery is completed when the loaded container is taken over by the sea carrier. When the container has been carried to an operator of a transport terminal acting on behalf of the carrier, the goods shall be deemed to have been taken over when the container has entered into the premises of that terminal. When the goods are assumed less than a container load (LCL), or are not to authorize immediate release upon ready-to-ship status unless otherwise be containerised, the seller has to carry them to the transport terminal. Delivery is completed when the goods have been handed over to the sea carrier or to another person acting on his behalf. V) In the case of air transport, delivery is completed when the goods have been handed over to the air carrier or to another person acting on his behalf. VI) In the case of unnamed transport, delivery is completed when the goods have been handed over to the carrier or to another person acting on his behalf. VII) In the case of multimodal transport, delivery is completed when the goods have been handed over as 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 GoodsI)—VI), 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 the case 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 notedbe.

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 It is understood that Buyer’s or forwarder’s address and are assumed 's ability 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 accept delivery of natural gas from Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest Point(s) of (A) acceptance of shipment by designated shipper, (B) allocation of Goods Delivery may be interrupted from time to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing time as a result of an invoice to outage at Buyer. Xxxxx agrees 's Facilities, in which case the following procedures shall apply: (a) In the event of a Regularly Scheduled Outage, Buyer shall use its best efforts 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 whatever advance notice is reasonably practicable 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 Sellerthe circumstances and, in its sole discretionany event, determines that any part Buyer shall provide Seller with at least thirty (30) Days notice. Such notice shall specify the time and Day on which Buyer's Facilities will be taken out of Goods should service, the quantity of natural gas, if any, Buyer shall require during the Regularly Scheduled Outage and the time and the Day on which full deliveries of natural gas are to be held for Buyer’s account, resumed. Seller may invoice Buyer for the Goodsshall suspend or reduce, 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 instructionsappropriate, Seller may, at its option, ship the Goods deliveries of natural gas to Buyer at the address Point(s) of Delivery starting on the Day and at the time specified in Buyer's notice, provided that Seller shall not be required to suspend or reduce such deliveries prior to the applicable Order expiry of thirty (30) Days following the receipt of Buyer's notice. If there is a change in the duration of a Regularly Scheduled Outage, Buyer shall promptly notify Seller of the new Day and invoice time on which full deliveries are to be resumed. Seller shall resume or increase, as appropriate, its daily deliveries of natural gas at the Point(s) of Delivery on the Day and at the time specified in Buyer's notice, provided that Seller shall not be required to resume or increase its daily deliveries until the expiry of forty-eight (48) hours following the receipt of Buyer's notice. (b) If for any reason other than a Regularly Scheduled Outage, Buyer's Facilities are unable to consume all or a portion of the Scheduled Daily Quantities for one or more remaining Days of the Month, Buyer shall so notify Seller. Within forty-eight (48) hours following receipt of said notice, or at such later Day and time as may be specified in said notice, Seller shall suspend or reduce, as appropriate, deliveries of gas at the Point(s) of Delivery in accordance with Buyer's notice. Seller shall use its best efforts to resume or increase, as appropriate, its daily deliveries of natural gas to the Point(s) of Delivery on the Day and at the time specified in Buyer's notice but in no event shall Seller be required to resume or increase its daily deliveries within less than forty-eight (48) hours following receipt of Buyer's notice. (c) If for any reason Buyer's Facilities are unable to receive or consume all or any portion of the GoodsScheduled Daily Quantities for one or more remaining Days of the Month, Buyer shall have the option of reselling to one or more third parties which are regularly and substantially engaged in the development, production and/or transportation or distribution of oil and/or natural gas a daily quantity of natural gas delivered to Buyer at the Point(s) of Delivery not exceeding the portion of the Scheduled Daily Quantities not delivered to Buyer's Facilities. Xxxxx agrees Buyer shall provide Seller with written notice of Buyer's election to make payment resell such quantities, specifying the quantities to be resold, the period of time over which the sale of such invoice when due under this Agreementquantities is to take place and the name and business address of the third party purchasing the quantities of natural gas. Buyer will accept and pay for partial deliveries shall provide Seller with as much advance notice of its election as is feasible under the circumstances. If at the Agreement prices and terms. If end of such period Buyer's Facilities continue to be unable to receive or consume all or any portion of the Maximum Daily Quantity, as specified in section 2.3, Buyer declares shall have the option of continuing to resell to one or indicates an intention more such third parties a daily quantity of natural gas not to not accept delivery, Seller may, at its option, give exceed the Maximum Daily Quantity upon written notice to Buyer that Seller Seller, which notice shall specify the quantities to be resold, the period of time over which the sale of such quantities is ready to take place and willing to deliver, the name and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt business address of the initial shipmentthird party purchasing the quantities of natural gas. When Buyer's Facilities return to service or are able to receive and consume the full amount of Scheduled Daily Quantities, Buyer may not make any deduction from any payment due because shall use reasonable efforts to cease the resale of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree natural gas as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long soon 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 notedpossible.

Delivery. Delivery terms (per Incoterms® 2020) 6.1 Supply and delivery 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 INCOTERMS 2010 specified in the applicable Purchase Order and invoice Buyer or if none is specified, then DPP (Buyer's relevant premises for taking delivery) INCOTERMS 2010. Where there is an inconsistency, then to 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 extent of the initial shipment. Buyer may not make inconsistency the documents prevail in the following order (with the purchase order ranking highest) – the relevant purchase order; any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a relevant separate written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against contract signed by the freight vendor for any loss or damage in transit, so long as Seller receives Buyer; the claim within five (5) calendar days Agreement; the relevant INCOTERMS. 6.2 Time of delivery of the Goods and of performance of the Services is of the essence and shall commence from the date of acceptance by Seller of the Purchase Order or the date on which Seller is placed in possession of such information as may be necessary to enable it to start performing its obligation regarding the Goods or the Services, whichever may be the later. 6.3 Delivery of Goods in installments shall be permitted only with prior consent of Buyer and such permission, if given, shall not entitle Seller to claim payment prior to delivery of all installments unless Buyer has agreed in writing. 6.4 If Buyer is not able to accept delivery of the Goods or installation of the Goods upon the agreed delivery date in the Purchase Order, Seller shall be responsible for arranging suitable storage at suitable premises of the Goods. All claims will , advising Buyer beforehand of the particulars of such proposed storage and Seller shall also ensure that the Goods and the premises in which they are stored are properly insured against all the usual risks and notify Buyer of such insurance cover. 6.5 If delivery is made before or after the delivery date specified in the Purchase Order due to Seller’s fault, Buyer may return the Goods to Seller at Seller's risk and expense without being obligated to make any payment. 6.6 If Seller delays in delivery of any Goods or Services, Buyer reserves the right to purchase equivalent Goods or Services from another source and Seller shall compensate Buyer any price difference, additional cost or losses incurred by Buyer as a result. 6.7 Each delivery must be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time details of delivery, the exact quantity and description of the Goods and/or the Services performed. On the day on which receipt shipment is made, all shipping documents and a separate invoice stating the loss relevant Purchase Order number for each shipment must be sent by first class mail or damage express mail to Buyer's plant or office which issued the Purchase Order, marked for the attention of the Accounts Office. When Goods are invoiced by Seller but shipped by a third party, the invoice shall bear the name of the shipper and the point from which the delivery originated. If shipment is to be delivered to any place other than Buyer's premises, the original xxxx of lading must be furnished with the invoice(s). Buyer's count shall be accepted as final on all shipments. 6.8 Delivery shall not be deemed as completed unless the agreed Goods or Services are delivered in their entirety in accordance with the Agreement. 6.9 Seller shall provide Buyer with a current MSDS and certificate of analysis (“COA”) for each Good supplied to Buyer under the Agreement on an annual basis or sooner in the event such document has been notedmodified. The MSDS, COA and labels shall be written in the local language where applicable in addition to the English language. 6.10 If Seller is in the position of being able to supply some but not all of its customers, Buyer shall be given priority over all other customers of Seller's.

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 Unless otherwise agreed in advance in writing by Seller, delivery of the goods and services, if any, specified herein (per Incoterms® 2020“Goods”) are stated on each Ordershall be F.O.B. point of shipment. 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 a common carrier, or designated shipper, (B) or licensed public truckman, 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 rights 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 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 by 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 notedACCEPTANCE OF THE PRODUCTS OR SERVICE ITEMS BY BUYER UPON DELIVERY SHALL CONSTITUTE A WAIVER BY BUYER OF ANY CLAIM FOR DAMAGES ON ACCOUNT OF DELAY IN DELIVERY OR PERFORMANCE.

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 (per Incoterms® 2020) are stated on each All deliveries of Products and/or Services shall be in strict conformance with this Order. All Orders must include Supplier shall comply with Buyer’s or forwarder’s address international shipping instructions, which include, among other things: (a) country of origin marking instructions and are assumed all instructions for exports to authorize immediate release upon ready-to-ship status Buyer; (b) packaging and labeling requirements; and (c) transportation routing guidelines. In addition, unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller the parties specifically agree otherwise, Supplier agrees to be the importer of complete manufacturingrecord and to comply with all legal, shippingregulatory, and credit information. Tender administrative requirements associated with such importation of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipperProducts; and pay all duties, (B) allocation of Goods to Buyer at location other than Seller’s locationtaxes, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller and fees associated with defined shipping instructions within seven (7) business days following receipt of packing list provided by Sellersuch importation. Title to Goods will and risk of loss shall pass to Buyer on tender upon acceptance by Xxxxx. Products and/or Services shall be deemed accepted if Buyer has not rejected the Products and/or Services within a reasonable time following their delivery. TIME IS OF THE ESSENCE. Buyer may reschedule any delivery date upon notice to Supplier. Supplier agrees to notify Buyer (in writing) immediately of delivery, subject to Seller’s right to stop Goods in transit and to any interest matters or events that may delay delivery of Seller reserved to secure Buyer’s payment the Products or performance to Seller, even if freight is included or prepaidServices hereunder. If Seller holds Goods at expedited shipment becomes necessary to fulfill Supplier's delivery obligations, Supplier shall pay the difference between the expedited charges and ordinary freight charges. In addition to other remedies available to Buyer’s instruction , if Supplier fails to deliver Products and/or Services on the delivery date, Buyer may purchase substitute products and/or services elsewhere, and Supplier shall reimburse Buyer for additional out-of-pocket costs incurred as a result of the purchase of such substitute products and/or services. Over-shipments of any Products in excess of quantities ordered by the Buyer, or because Xxxxx has failed any Products delivered to supply shipping instructions or because SellerBuyer prior to the delivery dates specified by Buyer, will in its sole discretion, determines that any part of Goods should each case (i) be held at Supplier's cost, risk, and expense 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 a reasonable time awaiting shipping instructions, Seller mayand (ii) constitute a breach of this Order by Supplier. Return shipping charges for over-shipments, or premature delivery, shall be in each case at its optionSupplier's expense. Unless otherwise specified, ship all orders shall be packed, shipped, marked, and otherwise prepared for shipment in containers that are clearly labeled with the Goods name of Supplier, the contents, the date, the quantity, and the purchase order number clearly stated and visible thereon and in a manner which is: (a) in accordance with good commercial practice, (b) acceptable to Buyer common carriers for shipment at the address specified lowest rate and in the applicable Order accordance with ICC regulations, and invoice Buyer for the Goods. Xxxxx agrees (c) adequate to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries ensure safe arrival at the Agreement prices and termsnamed destination. 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 deliverySupplier shall bear responsibility for Product damage resulting from improper packaging. Buyer An itemized packing list 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.accompany

Delivery. 6.1 Delivery takes place on agreed INCOTERMS (ICC INCOTERMS 2010). If no INCOTERMS 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 manufacturingindicated, shipping, and credit information. Tender of delivery is deemed shall be understood 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 moment unloading 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 finished taking place 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 location designated by Buyer. 6.2 Time of delivery of the Goods. All claims Goods and of performance of the Services is of the essence and shall start to run from the date of acceptance by the Seller of the Purchase Order or the date on which the Seller is placed in possession of such information and drawings as may be necessary to enable him or her to start work on the Goods or the Services, whichever may be the later. 6.3 Delivery of Goods in installments shall be permitted only with the written consent of the Buyer and such permission, if given, shall not entitle the Seller to claim payment prior to completion of the present Agreement unless the Buyer has agreed in writing. 6.4 If the Buyer is not able to accept delivery of the Goods or installation of the Goods when due, the Seller will be waived unless responsible for arranging suitable storage of the Goods at suitable premises, advising the Buyer beforehand of the particulars of such proposed storage and the Seller shall also ensure that the Goods and the premises in which they are stored are properly insured against all the usual risks and notify the Buyer of such insurance cover. 6.5 If delivery is made before the delivery date specified in the Purchase Order, the Buyer may return the Goods to the Seller at the Seller's risk and expense. 6.6 Each delivery must be accompanied by details of the exact quantity and description of the Goods and/or the Services performed. Shipping documents and a delivery receipt, signed separate invoice stating the relevant Purchase Order number for each shipment must be sent by freight vendor’s agent at time of delivery, first class mail to the Buyer's plant or office which issued the Purchase Order on the day on which receipt the loss shipment is made, marked for the attention of the Accounts Office. When Goods are invoiced by the Seller but shipped by a third party, the invoice shall bear the name of the shipper and the point from which the delivery originated. If shipment is not delivered to the Buyer's premises, the original xxxx of lading must be furnished with the invoice(s). The Buyer's count shall be accepted as final on all shipments. 6.7 Delivery is completed only if the agreed Goods or damage Services are delivered in their entirety in accordance with the present Agreement at the location designated by Buyer. 6.8 The Seller shall provide Buyer a current material safety data sheet (“MSDS”) for each Good supplied to Buyer under the present Agreement on an annual basis or sooner in the event such document has been notedmodified. 6.9 If the Seller is in the position of being able to supply some but not all of its customers, the Buyer shall be given priority over all other of the Seller's customers.

Delivery. 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 Seller shall deliver Product, freight prepaid by Seller of complete manufacturingSeller, 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 facilities located in Pocatello, Idaho, conditioned after May 1, 2011, on (i) Seller’s acknowledgement and agreement to fulfill Buyer’s purchase order, and (ii) the return of sufficient ISO containers (from prior shipments to Buyer) to Seller for Seller to ship the quantity in Buyer’s corresponding purchase order. Buyer’s purchase order shall specify the calendar week for delivery, which shall not be less than forty-five (45) days after Seller receives the purchase order. Seller shall credit Buyer [***] percent ([***]%) of the purchase price for each day that a shipment is delayed, up to a maximum of [***] percent ([***]%). No purchase order or designeeother document shall contain terms that contradict, or that impose any greater or different obligations on Seller than undertaken by Seller in, this Amended Agreement. (Db) mailing Buyer acknowledges that, as of an the date of this Amended Agreement, Seller has shipped Product to Buyer, which Buyer is unwilling to accept until a later date (“Shipped Product”). As a result, Seller has been and will continue to incur storage costs for the Shipped Product. Buyer shall reimburse Seller for all such storage costs Seller incurs, not to exceed [***] dollars [***] per calendar month, on or after September 1, 2010. Seller shall invoice Buyer the amount of such storage costs at the end of September 2010 and each calendar month thereafter in which Seller incurs storage costs for Shipped Product. Upon delivery of each such invoice to Buyer, Seller shall, as payment from Buyer, deduct such invoiced payment due from the ISO Deposit. (c) Buyer represents that Buyer’s facilities and personnel are and shall continuously remain fully qualified and equipped to safely and expeditiously accept delivery of and unload Product, and promptly to return the ISO containers, and shall do so. Xxxxx agrees Shipment of Product shall be DDP (Incoterms 2000), and delivery of Product shall be deemed to provide Seller with defined shipping instructions within seven (7) business days following receipt have been made and transfer of packing list provided by Seller. Title to Goods will pass title and risk of loss 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 shall occur upon Product entering Buyer’s payment property 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 facility (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 Point”).

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 Each of the Selling Stockholders represents and warrants that certificates in negotiable form representing all of the Shares to be sold by such Selling Stockholder 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 EverQuote, Inc., as custodian (per Incoterms® 2020the “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”) are stated 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 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 GoodsShares 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 certificates 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 certificates representing such Shares shall be delivered by freight vendor’s agent at time 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® 2020a) are stated on each Order. All Orders must include Buyer’s For barge or forwarder’s address and are assumed vessel deliveries, the Commodity 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 or vessel 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 SellerDelivery Point. Title to Goods and risk of loss of the Commodity will pass to Buyer on tender as the Commodity is progressively loaded into each barge or vessel. Buyer or its Transporter shall furnish suitable barges or vessels for delivery of the Commodity. Seller shall arrange for and pay all costs of transporting the Commodity to the Delivery Point and loading the Commodity into barges or vessels to the proper draft and proper distribution in the barges or vessels. Buyer shall arrange for and pay all costs for transporting the Commodity by barge or vessel from and after the Delivery Point to its destination. If the Delivery Point is at a Delivery Point such that the Commodity will have been transported by barge or vessel prior to delivery, subject then title to and risk of loss to the Commodity will pass upon the earlier to occur of (i) the safe and proper mooring of the barge(s) or vessel(s) at the Delivery Point loading dock or discharge point or (ii) other transfer of the custody and control of the barge(s) or vessel(s) to Buyer or Buyer’s Transporter. (b) For rail or truck deliveries, the Commodity shall be delivered to Buyer FOB railcar(s) or FOB truck at the Delivery Point. Title to and risk of loss of the Commodity will pass to Buyer as it is progressively loaded into the truck or railcar. Buyer shall furnish suitable railcars or trucks for loading and delivery of the Commodity. If the Delivery Point is at a location such that the Commodity will have been transported by railcar or truck prior to delivery, then title to and risk of loss to the Commodity will pass upon the earlier to occur of (i) the safe and proper placement of the railcars or trucks at the Delivery Point or (ii) other transfer to Buyer (or Buyer’s Transporter) of the custody and control of the railcars or trucks. (c) If either Party is charged for any increased transportation charges or other costs, including demurrage, attributable to the other Party’s failure to timely load or unload the Commodity in accordance with the terms of the Transaction or the timing and tonnage requirements of the Transportation Specifications, such failing Party shall reimburse the other for such charges. (d) Notwithstanding anything to the contrary contained in this Agreement, if Buyer fails to take delivery of any quantity of the Commodity made available for delivery (either over the whole period of this Agreement or any shorter periods as may be applicable under this Agreement), such undelivered quantity shall, at Seller’s right 's option, cease to stop Goods in transit and be deliverable to Buyer under this Agreement, such undelivered quantity shall be deducted from the total quantity of the Commodity, without prejudice to any interest of Seller reserved to secure Buyer’s payment other rights 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 remedies that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goodshave against Buyer, 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, sell or otherwise dispose of such undelivered quantity of the Commodity at its option, ship the Goods sole and absolute discretion. The provisions of this Section shall apply whether Buyer is 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 receive a single delivery or indicates an intention to not accept more than one 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 6.1 Seller shall deliver Products both in quantities and at times specified on the Contract. Unless otherwise stated in the Contract, Products shall be delivered FCA or DAP (per Incoterms® 2020Incoterms 2010) Purchaser’s designated manufacturing facility, with export customs formalities completed by Seller and title will transfer upon receipt of the Products by Purchaser at such facility. Seller shall adhere to shipping directions specified by Purchaser. Purchaser shall not be required to make payment for Products delivered to Purchaser that are stated on each Order. All Orders must include Buyer’s or forwarder’s address in excess of firm quantities and are assumed to authorize immediate release upon ready-to-ship status unless otherwise delivery schedules specified in writingthe Contract. All shipping dates are approximate; production will Seller shall not begin until receipt procure, produce or ship any Products unless authorized in writing by Purchaser or as necessary to meet specific delivery dates. Shipments in excess of those authorized by Purchaser may be returned to 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 ratesexpense, and Purchaser may debit Seller for the cost of such returns. Goods invoiced Purchaser may change shipping schedules or direct temporary suspension of such scheduled shipments. Purchaser may change the rate of scheduled shipments or direct temporary suspension of scheduled shipments, neither of which shall entitle Seller to a modification of the price of Products. Premium shipping expenses and/or other expenses necessary to meet delivery schedules set forth in the Contract shall be Seller’s sole responsibility. 6.2 Seller shall provide packing slips for all shipments. Packing slips and held at any location for whatever reason will be at Buyer’s risk other shipping documents and Seller may charge for (but is not obligated memos, such as bills of lading, shall show the Purchase Order number, part number, vendor, and item and reference numbers. For each international shipment, in addition to carry) insurance. If Buyer fails to provide shipping instructionsthe packing list, Seller mayshall include a customs valuation invoice (pro forma or “Commercial Invoice”, at its option, ship using the Goods to Buyer at the address specified value set forth in the applicable Order Purchase Order), with a master packing slip and invoice Buyer for the Goodsshall furnish all other required export/import documents. Xxxxx agrees Export and trade credits shall belong to make payment Purchaser. Seller shall furnish (a) all documents required to obtain export credits and customs drawbacks; (b) certificates 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 origin of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods materials and Products provided and the value added 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.each country;

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. Deliver the goods into the custody of the carrier or another person (e.g. a freight forwarder) named by the buyer, or chosen by the seller in accordance with A.3.a), at the named place or point (e.g. transport terminal or other receiving point) on the date or within the period for delivery and in the manner agreed or customary at such point. If no specific point has been agreed, and if there are several points available, the seller may select the point at the place of delivery which best suits his purpose. Failing precise instructions from the buyer, the seller may deliver the goods to the carrier in such a manner as the transport mode of that carrier and the quantity and/or nature of the goods may require. Delivery terms to the carrier is completed: I) In the case of rail transport when the goods constitute a wagon load (per Incoterms® 2020or a container load carried by rail) the seller has to load the wagon or container in the appropriate manner. Delivery is completed when the loaded wagon or container is taken over by the railway or by another person acting on its be-half. When the goods do not constitute a wagon or container load, delivery is completed when the seller has handed over the goods at the railway receiving point or loaded them into a vehicle provided by the railway. II) In the case of road transport when loading takes place at the seller’s premises, delivery is completed when the goods have been loaded on the vehicle provided by the buyer. When the goods are stated delivered to the carrier’s premises, delivery is completed when they have been handed over to the road carrier or to another person acting on each Orderhis behalf. III) In the case of transport by inland waterway when loading takes place at the seller’s premises, delivery is completed when the goods have been loaded on the carrying vessel provided by the buyer. All Orders must include BuyerWhen the goods are delivered to the carrier’s premises, delivery is completed when they have been handed over to the inland waterway carrier or forwarder’s address and to another person acting on his behalf. IV) In the case of sea transport when the goods constitute a full container load (FCL), delivery is completed when the loaded container is taken over by the sea carrier. When the container has been carried to an operator of a transport terminal acting on behalf of the carrier, the goods shall be deemed to have been taken over when the container has entered into the premises of that terminal. When the goods are assumed less than a container load (LCL), or are not to authorize immediate release upon ready-to-ship status unless otherwise be containerised, the seller has to carry them to the transport terminal. Delivery is completed when the goods have been handed over to the sea carrier or to another person acting on his behalf. V) In the case of air transport, delivery is completed when the goods have been handed over to the air carrier or to another person acting on his behalf. VI) In the case of unnamed transport, delivery is completed when the goods have been handed over to the carrier or to another person acting on his behalf. VII) In the case of multimodal transport, delivery is completed when the goods have been handed over as 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 (AI) 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- VI), 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 the case 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 notedbe.

Delivery. Delivery It is a condition of entry onto a Bunge Facility that the Deliverer agrees to these terms (per Incoterms® 2020) are stated on each Orderand conditions, even where receival of a particular parcel of Grain does not occur. All Orders must include BuyerReceival is offered at Bunge’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writingdiscretion. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is Receival shall be deemed to occur when the Deliverer’s nominated vehicle has been weighed, the quantity/quality of Grain delivered is ascertained by Bunge and recorded on a weighbridge ticket. The Deliverer agrees that, upon receival, the nomination by the Deliverer or its agent of the acquirer of the Grain is an irrevocable direction to transfer title in the relevant parcel of Grain to the relevant acquirer at the earliest relevant Bunge Facility. The Deliverer and its agents will not make or attempt to make a Delivery that contains a contaminant likely to adversely affect the quality of (A) acceptance Grain held at the relevant Bunge Facility. The Deliverer and its agents will comply with the work, health and safety rules and directions of shipment by designated shipper, (B) allocation of Goods the relevant Bunge Facility. The Warehouser agrees to Buyer at location other than Seller’s location, (C) register with NGR and must quote or provide its NGR number to Bunge when making any delivery to Buyer’s representative a Bunge Facility. Without a valid NGR number, Bunge will not accept a Grower delivery. The Warehouser warrants that: (a) it owns any Grain tendered for delivery by or designee, on behalf of it; (b) it has not manipulated or (D) mailing loaded any delivery in any way to prevent the making of an invoice accurate assessment by Bunge of the quality of the Grain using Bunge's standard sampling procedures; (c) Grain being tendered for delivery by or on behalf of it will not: (i) contain any chemical contaminant or residues; (ii) be in breach of any relevant Laws; (d) all Grain tendered for delivery by or on behalf of it was grown between May and September immediately prior to Buyer. Xxxxx agrees the current season; (e) any vehicle used to provide Seller deliver the Grain is clean, dry and free of any remaining materials and odours from previous loads; (f) if any of the Grain has been treated 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 substances for the Goodscontrol of insects, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced details of the substances and held at the application of those substances has been provided in writing to Bunge before the Grain is delivered to the Bunge Facility and the use of 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 other chemical in the applicable Order process of planting, growing and invoice Buyer for the Goods. Xxxxx agrees to make payment storage 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 Grain has been notedin accordance with the levels prescribed in any relevant Law and also in accordance with the usage instructions; (g) any information it provides to Bunge in relation to this Bunge Warehousing Agreement is complete, true and correct and not misleading or deceptive or likely to mislead or deceive.

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 3.1 The Goods will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at be delivered within a reasonable time after 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 deliveryBuyer's purchase order, subject to availability of finished Goods. The delivery and/or shipping schedule is the best estimate possible based on conditions existing at the time of Seller’s right 's Sales Confirmation or Seller's quotation and receipt of all specifications, as applicable, and in the case of non-standard items, any such date is subject to stop Goods Seller's receipt of complete information necessary for design and manufacture. Seller shall not be liable for any delays, loss or damage in transit and or for any other direct, indirect, or consequential damages due to any interest delays, including without limitation, loss of use. 3.2 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, deliver partial shipments of Goods should be held for Buyer’s accountto Buyer and ship the Goods as they become available, Seller may invoice Buyer for in advance of the Goodsquoted delivery date. If the Goods are delivered in installments, then insofar as well as for storage. Storage fees each shipment is subject to the same Agreement, the Agreement will be treated as a single contract and not severable. 3.3 Seller shall make the Goods available to Buyer at Seller’s 's factory or designated shipment point (each, "Seller's Shipment Point") using Seller's standard ratesmethods for packaging and shipping such Goods. Buyer shall take delivery of the Goods invoiced and held at within 5 days of Seller's written notice that the Goods have been delivered to the Seller's Shipment Point. 3.4 If for any 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 accept delivery of any of the Goods on the date fixed pursuant to Seller's notice that the Goods have been delivered at the Seller's Shipment Point, or if Seller is unable to deliver the Goods at the Seller's Shipment Point on such date because Buyer has not provided appropriate instructions, Seller maydocuments, licenses or authorizations: (i) title and risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Seller, at its option, ship may store the Goods to until Buyer at the address specified in the applicable Order picks them up, whereupon Buyer shall be liable for all related costs and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept expenses (including, without limitation, storage 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 notedinsurance).

Delivery. A. The Products will be delivered within a reasonable time after the receipt of Xxxxx’s order. Delivery terms dates are approximate and are dependent upon prompt receipt of all necessary Buyer-furnished information and materials (per Incoterms® 2020if applicable). Penalty fees/liquidated damages that may be associated with any late delivery will not apply unless mutually agreed in writing at the time of order acknowledgement. B. Unless otherwise agreed in writing by the parties, Seller shall make the Products available at the Xxxx factory (the “Delivery Point”). The title to and risk of loss for Products passes to Buyer upon signing of the bill of lading by the transportation company (which signifies the delivery of the Products to the transportation company for shipment to Buyer). Buyer shall be responsible for all loading costs and provide equipment and labor reasonably suited for receipt of the Products at the Delivery Point. C. All Prices are quoted ExWorks (EXW) are stated Xxxx factory or such other place that Seller shall designate on each Orderthe Quotation. All Orders Seller does not insure shipments beyond the Delivery Point and, therefore, all claims of lost or damaged Products in transit must include be filed directly with the transportation company by Buyer. Seller shall select the method of shipment and the carrier for the Products. Seller may ship via the Buyer’s choice if routing is satisfactory and rates equal to 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 less than Seller’s locationnormal choice. In the case of higher than normal special shipping requirements, (C) delivery to Seller will ship the Products at Buyer’s representative expense (including a handling fee or designee, or (Dcollect basis) 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 and Buyer will not receive any credit for freight charges that under normal circumstances would be incurred by Seller. Title There may be only one destination per order. X. Xxxx’x standard document package will be provided— please see associated Quotation for details on what is included in document package for associated Product(s); document package will be delivered via electronic delivery (additional charges may apply if hard copy is required). E. If for any reason Buyer fails to Goods will pass to Buyer accept delivery of Products on tender of delivery, subject the date fixed pursuant 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 the Products are being made available for delivery at the Delivery Point: (3i) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because risk of loss or damage to Goods in transit. If Xxxxx makes a written requestthe Products shall pass to Buyer, Seller, in its sole discretion, may agree as a service (ii) the Products shall be deemed to have been delivered and accepted by 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.and

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) 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® 2020a) are stated on each OrderTime for delivery is given as accurately as possible but is not guaranteed. All Orders must include Buyer’s The Purchaser shall have no right to damages or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writingcancel the order for failure for any cause to meet any delivery time stated. All shipping dates are approximate; production The Seller will not begin until receipt be under any circumstance responsible for the penalties, charges or costs that the Purchaser may have agreed or be liable to with any third party. ETA (Expected Delivery Times) will be recalculated once valid purchase order has been received, accepted and advance payment has been received. (b) If the Purchaser refuses or fails to take delivery of Goods tendered in accordance with the Contract the Seller shall be entitled to immediate payment in full for the Goods so tendered. The Seller shall be entitled to store at risk of the Purchaser any Goods which the Purchaser refuses or of which he fails to take delivery and the Purchaser shall in addition to the price pay all costs of such storage and any additional costs or carriage incurred as a result of such refusal or failure. Refusal by the Purchaser to take delivery will relieve the Seller from the obligation to make further deliveries without prejudice to the Seller's right to recover damages for such refusal. The Seller shall be entitled after the expiration of complete manufacturing, shipping, and credit information. Tender 28 days from the date on which the price became payable to dispose of delivery is the Goods in such manner as it may determine. (c) Subject to the provisions of sub-Condition 7(e) (where applicable) the Goods shall unless delivered by the Seller's own transport or by a carrier on behalf of the Seller be deemed to occur at have been delivered and the earliest risks therein to have passed to the Purchaser upon their transfer to a carrier named by the Purchaser or two days after the Seller notifies the Purchaser that the Goods are available for collection whichever is the earlier. (d) Where the Goods are to be delivered by the Seller's own transport or by a carrier on behalf of (A) acceptance of shipment by designated shipper, (B) allocation of Goods the Seller the risk therein shall pass to Buyer at location other than Seller’s location, (C) the Purchaser upon 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 the designated point of delivery, subject to Seller’s right to stop . (e) In any case where Goods are sold CIF or FOB or on the basis of any other international trade term the meaning of such term contained in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even INCOTERMS (2010 edition) shall apply as 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 expressly incorporated herein except insofar as any part of the same may be inconsistent with any of the provisions contained in these Conditions. (f) Where Goods should are sold FOB, the Seller shall be held for Buyer’s account, under no obligation to give to the Purchaser the notice specified in section 32(3) of the Sale of Goods Act 1979. (g) Goods may be delivered by instalments in which event the Seller may invoice Buyer for each instalment separately and the GoodsPurchaser shall pay such invoices in accordance with these Conditions. If the Purchaser fails to make any payment in respect of any instalment when it becomes due then, as well as for storage. Storage fees will be at without prejudice to any other rights of the Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and , the 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 withhold deliveries 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 further instalments of the Goods. All claims will be waived unless accompanied Any failure by a delivery receipt, signed by freight vendor’s agent at time the Seller to comply with its obligations in respect of delivery, on which receipt any one or more instalments shall not affect the loss or damage has been notedother instalments under the Contract.

Delivery. Delivery terms (per Incoterms® 2020) 6.1 Supply and delivery 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 INCOTERMS 2010 specified in the applicable Purchase Order and invoice Buyer or if none is specified, then DPP (Buyer's relevant premises for taking delivery) INCOTERMS 2010. Where there is an inconsistency, then to 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 extent of the initial shipment. Buyer may not make inconsistency the documents prevail in the following order (with the purchase order ranking highest) – the relevant purchase order; any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a relevant separate written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against contract signed by the freight vendor for any loss or damage in transit, so long as Seller receives Buyer; the claim within five (5) calendar days Agreement; the relevant INCOTERMS. 6.2 Time of delivery of the Goods and of performance of the Services is of the essence and shall commence from the date of acceptance by Seller of the Purchase Order or the date on which Seller is placed in possession of such information as may be necessary to enable it to start performing its obligation regarding the Goods or the Services, whichever may be the later. 6.3 Delivery of Goods in installments shall be permitted only with prior consent of Buyer and such permission, if given, shall not entitle Seller to claim payment prior to delivery of all installments unless Xxxxx has agreed in writing. 6.4 If Buyer is not able to accept delivery of the Goods or installation of the Goods upon the agreed delivery date in the Purchase Order, Seller shall be responsible for arranging suitable storage at suitable premises of the Goods. All claims will , advising Buyer beforehand of the particulars of such proposed storage and Seller shall also ensure that the Goods and the premises in which they are stored are properly insured against all the usual risks and notify Buyer of such insurance cover. 6.5 If delivery is made before or after the delivery date specified in the Purchase Order due to Seller’s fault, Xxxxx may return the Goods to Seller at Seller's risk and expense without being obligated to make any payment. 6.6 If Seller delays in delivery of any Goods or Services, Buyer reserves the right to purchase equivalent Goods or Services from another source and Seller shall compensate Buyer any price difference, additional cost or losses incurred by Buyer as a result. 6.7 Each delivery must be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time details of delivery, the exact quantity and description of the Goods and/or the Services performed. On the day on which receipt shipment is made, all shipping documents and a separate invoice stating the loss relevant Purchase Order number for each shipment must be sent by first class mail or damage express mail to Buyer's plant or office which issued the Purchase Order, marked for the attention of the Accounts Office. When Goods are invoiced by Seller but shipped by a third party, the invoice shall bear the name of the shipper and the point from which the delivery originated. If shipment is to be delivered to any place other than Xxxxx's premises, the original bill of lading must be furnished with the invoice(s). Xxxxx's count shall be accepted as final on all shipments. 6.8 Delivery shall not be deemed as completed unless the agreed Goods or Services are delivered in their entirety in accordance with the Agreement. 6.9 Seller shall provide Buyer with a current MSDS and certificate of analysis (“COA”) for each Good supplied to Buyer under the Agreement on an annual basis or sooner in the event such document has been notedmodified. The MSDS, COA and labels shall be written in the local language where applicable in addition to the English language. 6.10 If Seller is in the position of being able to supply some but not all of its customers, Buyer shall be given priority over all other customers of Seller's.

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 (per Incoterms® 2020a) are stated on each OrderCarrier will receive Cargo at the loading points listed in Section 7 hereof. All Orders must include Carrier will furnish empty barges at the Loading Points in adequate numbers and at such times as to permit loading of the Cargo in accordance with the Cargo suppliers’ reasonable operating schedules and Buyer’s supply requirements. Buyer’s contracts with its Cargo suppliers shall require them, at their own expense, to load the Cargo into the barges with due diligence and dispatch and otherwise comply with the reasonable requirements of Carrier’s barging operation. The Cargo suppliers shall have the right to refuse to load any barges they consider unseaworthy or forwarderany barges containing water or other foreign matter. In the case of limestone loading, Buyer’s address and are assumed limestone supplier shall be responsible for cleaning barges to authorize immediate release upon ready-to-ship status unless otherwise specified in writingits reasonable satisfaction. All shipping dates are approximate; production Carrier 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 loaded barges to Buyer’s representative unloading dock or designeeother point designated by Buyer at such times as to permit the unloading of the Cargo in accordance with Buyer’s reasonable operating schedules. (b) At Mill Creek, Ghent, Xxxxxxx County limestone, and Jefferson County Riverport, Carrier shall properly and securely moor the loaded barges at the unloading dock and notify the appropriate person(s) that such mooring has been completed in accordance with the provisions set forth in Appendix A, which is attached hereto. Buyer at its own expense shall have the Cargo unloaded out of the barges with due diligence and dispatch and otherwise comply with the reasonable requirements of Carrier’s barging operation. (c) At Xxxxxxx County and Cane Run, the Carrier shall notify the appropriate person(s) of incoming barges at least six (6) hours prior to the arrival of each tow, in accordance with the provisions set forth in Appendix A. Carrier shall provide the designated plant personnel with periodic updates of the expected day of all tow arrivals. Carrier’s coal tows shall be unloaded on a stand-by basis, upon arrival, at Xxxxxxx County and Cane Run with Carrier being responsible for all placement, shifting and decking services at the plant. Buyer shall provide adequate shoreside personnel and equipment (including the shuttle barge) for the operation of the unloading system. The coal barges generally will be standby unloaded as follows: The Carrier shall provide a boat and all deck-hands and tying services and shall shuttle the coal barges to and away from the barge unloader; and shall leave with all empty coal barges. Carrier’s services shall be provided in accordance with the provisions set forth in Appendix A, which is attached hereto. After the barges are unloaded, Buyer shall notify Carrier that such unloading has occurred and Carrier shall remove the unloaded barges promptly. Buyer shall operate the unloader. When circumstances make standby unloading impractical in Buyer’s discretion or in the event Buyer claims that force majeure conditions prevent the unloading of a tow, then the Buyer shall have the option of: (1) reconsigning the tow to another of the Buyer’s plants, (2) having Carrier properly and securely moor the coal barges at the unloading dock and notifying the appropriate person(s) that such mooring has been completed and Buyer hiring a harbor boat to provide fleet security for the loaded tow, or (D3) mailing requesting Carrier remain at the plant with the tow and compensating Carrier at the applicable hourly rate 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$225 per hour, subject to Seller’s right to stop Goods the same adjustments set forth in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Sellersubsection 7(b). (d) Except as otherwise expressly provided herein, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to Carrier shall 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 optionown expense all labor, ship the Goods to Buyer at the address specified supervision, equipment and facilities, and shall pay all expenses and taxes whatsoever, incurred in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due connection with its performance 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) 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 (a) Prior to the First Effective Time, the Company shall appoint a Person authorized to act as exchange agent in connection with the transactions contemplated by Section 3.01, which Person shall be selected by the Company and be reasonably acceptable to SPAC (provided that Continental Stock Transfer & Trust Company shall be deemed to be reasonably acceptable to SPAC) (the “Exchange Agent”) and enter into an exchange agent agreement reasonably acceptable to the Company and SPAC with the Exchange Agent (the “Exchange Agent Agreement”) for the purpose of exchanging, upon the terms and subject to the conditions set forth in this Agreement, each SPAC Class A Share (per Incoterms® 2020other than any Excluded Shares and Redeeming SPAC Shares) for the Merger Consideration issuable in respect of such SPAC Class A Shares. At least two (2) Business Days prior to the Closing, the Company and SPAC shall direct the Exchange Agent to, at the First Effective Time, exchange each such SPAC Class A Share for the Merger Consideration pursuant to the Exchange Agent Agreement and perform the Exchange Agent’s other obligations thereunder. (b) All Company Ordinary Shares issued upon the exchange of SPAC Class A Shares in accordance with the terms of this Article III shall be deemed to have been exchanged and paid in full satisfaction of all rights pertaining to the securities represented by such SPAC Class A Shares and there shall be no further registration of transfers on the register of members of SPAC of the SPAC Class A Shares. From and after the First Effective Time, holders of SPAC Class A Shares shall cease to have any rights as shareholders of SPAC, except (i) in the case of holders of SPAC Class A Shares that are stated on each Order. All Orders must include Buyer’s or forwarder’s address issued and are assumed outstanding as of immediately prior to authorize immediate release upon ready-to-ship status unless otherwise specified the First Effective Time (other than any Excluded Shares and Redeeming SPAC Shares), the right to receive the Merger Consideration in writing. All shipping dates are approximate; production will not begin until receipt by Seller exchange therefor, as provided in this Agreement and the First Plan of complete manufacturing, shippingMerger, and credit information(ii) in the case of any holders of Redeeming SPAC Shares, the SPAC Shareholder Redemption Rights. (c) No interest will be paid or accrued on the Merger Consideration to be issued pursuant to this Article III (or any portion thereof). Tender Except with respect to Redeeming SPAC Shares, from and after the First Effective Time, until surrendered or transferred, as applicable, in accordance with this Section 3.03, each SPAC Class A Share shall solely represent the right to receive the Merger Consideration to which such SPAC Class A Share is entitled to receive pursuant to this Agreement and the First Plan of delivery is deemed Merger. (d) Notwithstanding anything to occur at the earliest contrary in this Agreement, none of (A) acceptance the Parties or the Surviving Company or the Exchange Agent shall be liable to any Person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar applicable Law. Any portion of shipment the Merger Consideration remaining unclaimed by designated shipper, (B) allocation of Goods SPAC Shareholders immediately prior to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designeesuch time when the amounts would otherwise escheat to, or (D) mailing become property of, any Governmental Authority shall become, to the extent permitted by applicable Law, the property of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt the Company free and clear 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 claims or 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 notedPerson previously entitled thereto.

Delivery. Delivery terms (per Incoterms® 2020a) are stated on each OrderSeller will use reasonable efforts to deliver the Goods in accordance with a mutually agreed-upon delivery schedule. All Orders must include Buyer’s Seller shall not be liable for any delays, loss or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status damage in transit or expedited delivery costs 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 the delay 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 due solely to Seller’s right gross negligence. Further, any specified delivery dates in a sales order confirmation or otherwise are estimates only and do not represent a confirmation on the delivery date for delivery for any Good or order. Should Buyer reschedule deliveries or modify quantities during an established firm order period, Buyer shall compensate Seller for all costs associated with the change in schedule or modification, including, but not limited to stop overtime and expedited freight costs. (b) Unless otherwise agreed in writing by the parties, Seller shall deliver the 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’s location (the "Delivery Point") using Seller's standard methods for packaging and shipping such Goods. If Seller holds Buyer shall take delivery of the Goods upon Xxxxxx's written notice that the Goods have been delivered to the Delivery Point. Buyer shall be responsible for all loading costs and provide equipment and labor reasonably suited for receipt of the Goods at the Delivery Point. All deliveries made to public carriers are made subject to the terms of such xxxxxxx'x xxxx of lading and tariffs, and the carrier shall be deemed the Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller's agent irrespective of the terms of sale. 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 units shipped whether such shipment is in whole or partial fulfillment of Buyer's purchase order. (c) Risk of loss for the Goods shall pass to Buyer at the Delivery Point. Ownership shall be transferred upon full payment of the Goods, 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 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 the address specified in the applicable Order picks them up, whereupon Buyer shall be liable for all related costs and invoice Buyer for the Goodsexpenses (including, without limitation, storage and insurance). Each of Seller's Goods or part thereof or equipment shipped hereunder shall be deemed accepted by 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 unless written notice to Buyer that specifying all claimed defects, damages, shortages, or nonconformities is received by 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 ten (310) 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 said 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 OrderTime for delivery is given as accurately as possible but is not guaranteed. All Orders must include Buyer’s The Purchaser shall have no right to damages or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writingcancel the order for failure for any cause to meet any delivery time stated. All shipping dates are approximate; production The Seller will not begin until receipt be under any circumstance responsible for the penalties, charges or costs that the Purchaser may have agreed or be liable to with any third party. ETA (Expected Delivery Times) will be recalculated once valid purchase order has been received, accepted and advance payment has been received. (b) If the Purchaser refuses or fails to take delivery of Goods tendered in accordance with the Contract the Seller shall be entitled to immediate payment in full for the Goods so tendered. The Seller shall be entitled to store at risk of the Purchaser any Goods which the Purchaser refuses or of which he fails to take delivery and the Purchaser shall in addition to the price pay all costs of such storage and any additional costs or carriage incurred as a result of such refusal or failure. Refusal by the Purchaser to take delivery will relieve the Seller from the obligation to make further deliveries without prejudice to the Seller's right to recover damages for such refusal. The Seller shall be entitled after the expiration of complete manufacturing, shipping, and credit information. Tender 28 days from the date on which the price became payable to dispose of delivery is the Goods in such manner as it may determine. (c) Subject to the provisions of sub-Condition 7(e) (where applicable) the Goods shall unless delivered by the Seller's own transport or by a carrier on behalf of the Seller be deemed to occur at have been delivered and the earliest risks therein to have passed to the Purchaser upon their transfer to a carrier named by the Purchaser or two days after the Seller notifies the Purchaser that the Goods are available for collection whichever is the earlier. (d) Where the Goods are to be delivered by the Seller's own transport or by a carrier on behalf of (A) acceptance of shipment by designated shipper, (B) allocation of Goods the Seller the risk therein shall pass to Buyer at location other than Seller’s location, (C) the Purchaser upon 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 the designated point of delivery, subject to Seller’s right to stop . (e) In any case where Goods are sold CIF or FOB or on the basis of any other international trade term the meaning of such term contained in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even INCOTERMS (2010 edition) shall apply as 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 expressly incorporated herein except insofar as any part of the same may be inconsistent with any of the provisions contained in these Conditions. (f) Where Goods should are sold FOB the Seller shall be held for Buyer’s account, under no obligation to give to the Purchaser the notice specified in section 32(3) of the Sale of Goods Act 1979. (g) Goods may be delivered by instalments in which event the Seller may invoice Buyer for each instalment separately and the GoodsPurchaser shall pay such invoices in accordance with these Conditions. If the Purchaser fails to make any payment in respect of any instalment when it becomes due then, as well as for storage. Storage fees will be at without prejudice to any other rights of the Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and , the 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 withhold deliveries 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 further instalments of the Goods. All claims will be waived unless accompanied Any failure by a delivery receipt, signed by freight vendor’s agent at time the Seller to comply with its obligations in respect of delivery, on which receipt any one or more instalments shall not affect the loss or damage has been notedother instalments under the Contract.

Delivery. Deliveries under the Contract will begin no earlier than the Start Delivery terms Date (per Incoterms® 2020as such term is defined in the Order) are stated and end no later than the End Delivery Date (as such term is defined in the Order). The period between the Start Delivery Date and the End Delivery Date is hereinafter referred to as the “Delivery Window”. Seller shall deliver Goods periodically through the Delivery Window based on each Order. All Orders must include Buyer’s actual need as determined in good faith by both parties, it being agreed that Buyer does not have the right to “stockpile” Goods and in particular Goods that are in high demand or forwarder’s address and are assumed for which there is a shortage of supply. In no event will Seller be required 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 accelerate the delivery of complete manufacturing, shipping, and credit information. Tender any remaining undelivered Goods if the timing 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 need extends beyond the End Delivery Date or designee, or (D) mailing the Project is otherwise behind schedule. In the event that the timing 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 ’s need for Goods will pass to Buyer on tender of deliveryextend beyond the End Delivery Date, subject to Seller’s Seller shall have 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(i) extend the Delivery Window beyond the End Delivery Date, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, which case Seller may invoice charge Buyer for additional costs incurred to store the Goods or to extend shipment of 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 re-price the remaining unshipped quantities based on then existing market conditions or (ii) terminate the Contract. The parties acknowledge and agree that the market price for (but the Goods may fluctuate materially and rapidly, and therefore, pricing under the Contract is contingent upon Buyer taking delivery in accordance with the Schedule. Seller is not obligated required to carry) insurancedeliver Goods if Buyer has not paid the additional costs assessed under this paragraph or if Buyer’s account is otherwise not current. If Buyer fails Seller agrees to provide shipping instructions, Seller may, at its option, ship pay truckers’ waiting charges for the Goods to Buyer first hour after the truck arrives at the address specified in jobsite. Any waiting charges after 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 first hour 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 notedbilled to Buyer.

Delivery. Delivery terms Unless otherwise specified, all sales of fabrics and sleeves shall be shipped DAP (per Incoterms® Incoterms 2020) are stated on each Order. All Orders must include Buyer’s designated location. Unless otherwise specified, all sales of rolls are EXW (Incoterms 2020) VOITH’s facility 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 other point of shipment designated by designated shipperVOITH. Unless otherwise specified, (B) allocation all sales 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 specialty Products 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 be shipped at Buyer’s instruction or because Xxxxx has failed expense to supply shipping instructions or because Sellerone destination, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may and VOITH shall invoice Buyer for the Goods, as well as cost of such shipping. Transportation costs incurred by VOITH for storage. Storage fees delivering Products from a local storage facility to Buyer’s designated location will be at Selleradded to any invoice. Buyer shall bear the cost of any extraordinary shipping methods. Buyer shall bear all risk of loss and damage to specialty Products while in transit. Buyer shall arrange and pay for transport of all Buyer rolls that Xxxxx sends to VOITH for performance of Services ("Buyer Rolls"), both to and from VOITH’s standard ratesfacility. Goods invoiced and held at If, for any location reason beyond the control of VOITH, Xxxxx’s freight carrier does not pick up any Buyer Roll within 15 days of completion of Services on the Buyer Roll, VOITH may prepare the Buyer Roll for whatever reason will be shipment and, after written notification to Buyer, ship the Buyer Roll to Buyer at Buyer’s sole expense and risk and Seller may charge for (but is not obligated to carry) insuranceof loss. If VOITH arranges for shipment of Buyer fails Rolls, whether to provide shipping instructionsa VOITH facility or back to a Buyer facility, Seller may, at its option, ship the Goods VOITH does so on Xxxxx’s behalf solely as an accommodation 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 AgreementVOITH shall have no liability arising from doing so. Buyer will accept shall be responsible for all amounts owed to and pay making any claims against carriers and other providers of freight or delivery services for partial deliveries at Buyer Rolls. The foregoing applies even if VOITH contracts with the Agreement prices carrier or other provider, prepays the charges and terms. If Buyer declares or indicates an intention adds them to not accept delivery, Seller may, at its option, give written notice invoice 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 (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 (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 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 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 Order. All Orders must include Buyer’s or forwarder’s address Prior to the Effective Time, the Company shall appoint a Person authorized to act as exchange agent in connection with the transactions contemplated by Section 3.01, which Person shall be selected by the Company and are assumed be reasonably acceptable 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 manufacturingSPAC (provided that Continental Stock Transfer & Trust Company and American Stock Transfer & Trust Company, shipping, and credit information. Tender of delivery is LLC shall be deemed to occur be reasonably acceptable to SPAC) (the “Exchange Agent”) and enter into an exchange agent agreement reasonably acceptable to the Company and SPAC with the Exchange Agent (the “Exchange Agent Agreement”) for the purpose of exchanging, upon the terms and subject to the conditions set forth in this Agreement, (i) each SPAC Class A Share on the register of shareholders of SPAC as of immediately prior to the Effective Time for the SPAC Shares Merger Consideration issuable in respect of such SPAC Class A Shares and (ii) each SPAC Warrant on the register of warrants of SPAC as of immediately prior to the Effective Time for the SPAC Warrant Merger Consideration issuable in respect of such SPAC Warrants. At least two Business Days prior to the Closing, the Company and SPAC shall direct the Exchange Agent to, at the earliest Effective Time, exchange each such SPAC Class A Share and SPAC Warrant for the applicable Merger Consideration pursuant to the Exchange Agent Agreement and perform the Exchange Agent’s other obligations thereunder. (b) All Company Ordinary Shares delivered upon the exchange of (A) acceptance SPAC Class A Shares in accordance with the terms of shipment this Article ‎III shall be deemed to have been exchanged in full satisfaction of all rights pertaining to the securities represented by designated shippersuch SPAC Class A Shares and there shall be no further registration of transfers on the register of shareholders of SPAC of the SPAC Class A Shares. From and after the Effective Time, (B) allocation holders of Goods SPAC Class A Shares shall cease to Buyer at location other than Seller’s locationhave any rights as shareholders of SPAC, (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 except the right to stop Goods receive Company Ordinary Shares 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 Goodsexchange therefor, 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 provided in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer All Company Warrants delivered upon the exchange of SPAC Warrants in accordance with the terms of this Article ‎III shall be deemed to have been exchanged in full satisfaction of all rights pertaining to the securities represented by such SPAC Warrants and there shall be no further registration of transfers on the register of warrant holders of SPAC of the SPAC Warrants. From and after the Effective Time, holders of SPAC Warrants shall cease to have any rights as warrant holders of SPAC, except the right to receive Company Warrants in exchange therefor, as provided in this Agreement. (c) No interest will accept be paid or accrued on the Merger Consideration to be issued pursuant to this Article ‎III (or any portion thereof). From and pay for partial deliveries at after the Agreement prices and terms. If Buyer declares Effective Time, until surrendered or indicates an intention transferred, as applicable, in accordance with this Section ‎3.03, each SPAC Class A Share shall solely represent the right to not accept delivery, Seller may, at its option, give written notice receive the SPAC Shares Merger Consideration to Buyer that Seller which such SPAC Class A Share is ready and willing entitled to deliverreceive pursuant to this Agreement, and each SPAC Warrant shall solely represent the right to receive the SPAC Warrant Merger Consideration to which such notice will constitute a valid tender of delivery. Buyer must report any shortages SPAC Warrant entitled to receive pursuant to this Agreement. (d) Notwithstanding anything to the contrary in shipments within three (3) calendar days of receipt this Agreement, none of the initial shipment. Buyer may not make Parties or the Surviving Company or the Exchange Agent shall be liable to 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 Person for any loss amount properly paid to a public official pursuant to any applicable abandoned property, escheat or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery similar applicable Law. Any portion of the Goods. All Merger Consideration remaining unclaimed by SPAC Shareholders or holders of SPAC Warrants immediately prior to such time when the amounts would otherwise escheat to, or become property of, any Governmental Authority shall become, to the extent permitted by applicable Law, the property of the Company free and clear of any claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time or interest of delivery, on which receipt the loss or damage has been notedany Person previously entitled thereto.

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 stated in Incoterms® 20202010) are as stated on each Order. All Orders must include BuyerIf no delivery term is stated, then the delivery term will be EXW (Ex Works) Seller’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writingfacility. 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 '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 's right to stop Goods of stoppage in transit and to any interest of Seller reserved to secure Buyer’s '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 's 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 '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 '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 will 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 Buyer'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 vendor’s carrier's agent at time of delivery, on which receipt the loss or damage has been noted, or such claims will be waived. Claims made beyond the specified period will not be entertained by Seller.

Delivery. 5.1 Barge Delivery. The coal shall be delivered to Buyer F.O.B. barge at the Armstrong Dock at mile point 76.6 on the Green River near Centertown, Kentucky (the “Barge Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Point”); provided however, if the Buyer or Buyer’s barging contractor is not permitted or forwarderable to take possession and control of the barge at such dock (for example: if the dock is part of a closed harbor), then the coal is not considered delivered hereunder unless and until the barge is placed into a position that Buyer or Buyer’s address barging contractor can take possession and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified control of the barge and Buyer or Xxxxx’s barging contractor actually do take possession and control of such barge (in writingsuch case, the point where Buyer or Xxxxx’s barging contractor actually takes possession and control of the barge shall be considered the Barge Delivery Point hereunder). All shipping dates are approximate; production will not begin until receipt by Seller may deliver the coal at a location different from the stated Barge Delivery Point, provided, however, that Seller shall reimburse Buyer for any resulting increases in the cost of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at transporting 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 coal to Buyer’s representative or designee, or (D) mailing of an invoice to generating station(s). 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 and the coal will be considered to be delivered when barges containing the coal are disengaged by Xxxxx’s barging contractor from the loading dock (except in the case where Buyer or Buyer’s barging contractor cannot take possession and control of deliverythe barge at the dock, subject the coal will be considered to be delivered at the moment Buyer or Xxxxx’s Contractor actually takes possession and control of the barge). Buyer or its contractor shall furnish suitable barges in accordance with a delivery schedule provided by Buyer to Seller’s right . Seller shall load and trim the coal into barges to stop Goods in transit the proper draft and to any interest of the proper XXXXXXXXX COAL COMPANY, INC LG&E/KU Contract No. J10009 distribution within the barges. 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 Barge Delivery Point (including, without limitation, all truck, rail, barge and transloading costs, and all fleeting, switching, harbor and other port charges). Buyer shall arrange for transporting the coal by barge from the Barge Delivery Point 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 Xxxxx’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 Barge 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 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 not accept deliveryBuyer’s barging contractor be provided convenient and safe berth free of wharfage, Seller maydockage, at its optionfleeting, give written notice to Buyer that Seller is ready and willing to deliverswitching, and such notice will constitute a valid tender of delivery. Buyer must report any shortages other harbor and port charges; that while the barges are in shipments within three (3) calendar days of receipt the care and custody of the initial shipment. Buyer may not make 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 deduction from any payment due because of loss or damage to Goods water 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 cargo boxes of the Goods. All claims will barges be waived unless accompanied pumped out by the loading dock operator prior to loading; that the loading operations be performed in a delivery receiptworkmanlike 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 less than $300,000.00 and total of basic coverage and excess liability coverage of not less than $1,000,000.00, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.and provide evidence 13

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 The ownership 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 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) 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. 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 a. The Buyer may take delivery from Geofabrics' warehouse or, if so specified in the Order Geofabrics 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 Geofabrics 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 Geofabrics’ warehouse for future delivery. The Buyer must pay Geofabrics’ reasonable costs in taking any of these actions, including waiting charges, costs of returning the applicable Order goods to its warehouse, storage and invoice future delivery. b. The Buyer warrants that Geofabrics 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 5 and pay for partial deliveries at will indemnify Geofabrics 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. c. Delivery occurs when the Buyer, its carrier or agent takes possession of the Goods at Geofabrics' 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 Geofabrics the delivery costs specified in the Order or quotation. d. Offloading on site is the Buyer’s responsibility. The Buyer should ensure that it has facilities to unload the Goods and facilitate delivery. e. The Buyer or the Buyers’ representative accepts the Goods by signing Geofabrics’ 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 Geofabrics’ 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 Geofabrics 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 Geofabrics. Geofabrics will not be waived unless accompanied by a delivery receipt, signed by liable for any Loss due to delay or non-delivery. f. The Buyer acknowledges that Geofabrics 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 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 6.1 Seller shall deliver Products both in quantities and at times specified on the Contract. Unless otherwise stated in the Contract, Products shall be delivered FCA or DAP (per Incoterms® 2020Incoterms 2010) Purchaser’s designated manufacturing facility, with export customs formalities completed by Seller and title will transfer upon receipt of the Products by Purchaser at such facility. Seller shall adhere to shipping directions specified by Purchaser. Purchaser shall not be required to make payment for Products delivered to Purchaser that are stated on each Order. All Orders must include Buyer’s or forwarder’s address in excess of firm quantities and are assumed to authorize immediate release upon ready-to-ship status unless otherwise delivery schedules specified in writingthe Contract. All shipping dates are approximate; production will Seller shall not begin until receipt procure, produce or ship any Products unless authorized in writing by Purchaser or as necessary to meet specific delivery dates. Shipments in excess of those authorized by Purchaser may be returned to 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 ratesexpense, and Purchaser may debit Seller for the cost of such returns. Goods invoiced Purchaser may change shipping schedules or direct temporary suspension of such scheduled shipments. Purchaser may change the rate of scheduled shipments or direct temporary suspension of scheduled shipments, neither of which shall entitle Seller to a modification of the price of Products. Premium shipping expenses and/or other expenses necessary to meet delivery schedules set forth in the Contract shall be Seller’s sole responsibility. 6.2 Seller shall provide packing slips for all shipments. Packing slips and held at other shipping documents and memos, such as bills of lading, shall show the Purchase Order number, part number, vendor, and item and reference numbers. For each international shipment, in addition to the packing list, Seller shall include a customs valuation invoice (pro forma or “Commercial Invoice”, using the value set forth in the Purchase Order), with a master packing slip and shall furnish all other required export/import documents. Export and trade credits shall belong to Purchaser. Seller shall furnish (a) all documents required to obtain export credits and customs drawbacks; (b) certificates of origin of the materials and Products provided and the value added in each country; (c) all NAFTA, AALA and any location other FTA or trade preference related or required documents; (d) all required export licenses or authorizations; and (e) any other documents requested by Purchaser or any of its customers. Seller warrants that the contents of such documents shall be true and accurate. Seller shall indemnify Purchaser for whatever reason any damages, including duties, interest and penalties, arising from a false or inaccurate statement. 6.3 The Products provided by Seller shall be properly packed, marked, loaded and shipped as required by the Purchase Order and by the transporting carrier. For international shipments, all wooden packaging will be at Buyer’s risk properly heat treated with IPPC stamp applied, and certificate delivered to Purchaser upon request. Purchaser may specify the method of transportation and the type and number of packing slips and other documents to be provided with each shipment. Seller may charge for (but is not obligated to carry) insuranceshall comply with shipping instructions and process as provided by Purchaser. If Buyer fails to provide Purchaser has not provided packing or shipping instructions, Seller maywill pack and ship Products in accordance with industry standards. Seller shall reimburse Purchaser for all expenses, at its optionincluding damage to the Products, ship the Goods incurred due to Buyer at the address specified improper packing, marking, or loading. Unless otherwise provided in the applicable Order and invoice Buyer for Purchase Order, any charges or costs related to 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 handling, packaging, storage 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 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 Products are the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery responsibility of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time Seller and have been included in the price of delivery, on which receipt the loss or damage has been notedProducts.

Delivery. Delivery terms A. Buyer's Purchase Orders shall state Seller's committed delivery dates for Material. TIME AND RATE OF DELIVERY ARE OF THE ESSENCE OF ALL PURCHASES MADE UNDER THIS AGREEMENT. The minimum agreed period between Buyer's issuance of a Purchase Order and the scheduled delivery date (per Incoterms® 2020hereinafter "LEADTIME") are shall be as stated in Exhibit A, Products, Pricing and Leadtime. B. All deliveries shall be F.O.B. Origin, Freight Collect. Buyer shall select carrier. C. If Seller delivers Material more than three (3) days in advance of the scheduled delivery date, Buyer may either return such Material at Seller's expense for subsequent delivery on each Orderthe original delivery date or retain such Material and postpone payment until it would have been due if Seller had delivered Material as scheduled. All Orders must include Without limiting any of Buyer’s 's rights and remedies in equity or forwarder’s address and are assumed to authorize immediate release upon ready-to-at law, if Seller is late in meeting the scheduled delivery date, Buyer may require that Seller ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by the Material via premium means with 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 designeeresponsible for any incremental added cost, or (D) mailing may cancel the order for such Material without liability. D. Seller shall deliver the exact quantity 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 prepaidMaterial scheduled. If Seller holds Goods delivers less than the scheduled requirement, Seller shall correct the shortage within a two (2) day period. If Seller fails to correct such shortage within this period, without limiting any of Buyer's rights and remedies in equity or at Buyer’s instruction law, Buyer may cancel and/or return 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 the order without cost or liability. If Seller delivers more than the quantity ordered, Buyer may return excess Material at Seller's expense. E. Buyer may, without cost or liability except as specified elsewhere in this contract ,reschedule delivery of any Material and/or cancel Purchase Orders or parts of them, by giving notice as specified in Exhibit C, Cancellation. F. Buyer shall use its best efforts to forecast its intended purchases for Buyer’s accounta twelve (12) month period on a monthly or weekly basis. Such forecast is for Seller's convenience only, Seller may invoice and shall not create any liability for Buyer or obligation to purchase Material except as specified elsewhere in this contract. MCS, Buyers service division, will provide a rolling monthly forecast updated quarterly for spares and repairs. G. Buyer will measure Seller's performance against commitments for the Goodspurpose of establishing Seller's rate of timely delivery and schedule flexibility improvements against the Buyer's requirements. Timely delivery shall mean delivery of scheduled quantities no more than three (3) days early, 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 or zero (0) days late. H. Buyer and Seller may charge agree that all Material shall be classified for (but is not obligated to carry) insuranceshipping purposes as specified in Buyer's Purchase Orders. If Buyer fails to provide shipping instructionsspecify freight classification, Seller mayshall select the proper and most economical freight classification. If Seller fails to classify any Material as provided above, at its optionand Buyer incurs increased transportation costs, 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 may either recover such invoice when costs directly from Seller or deduct such costs from any amounts due under this Agreement. Buyer will Seller. I. Seller shall accept and pay for partial deliveries process Priority One (P1) Spares emergency orders twenty-four (24) hours per day three hundred and sixty five (365) days per year. Seller shall ship said order within twenty-four (24) hours after receipt of a Purchase Order at the Agreement prices and termsSellers' facility. If Buyer declares or indicates an intention places a P1 order due to not accept deliverylate shipment by Seller, Seller may, at its option, give written notice to Buyer shall be responsible for transportation charges. J. Seller agrees 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 leadtime for repairs shall be fourteen (314) calendar days of from 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, repairs at 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's facility.

Delivery. Delivery terms (per Incoterms® 2020a) are stated RORA MOTION will use commercially reasonable efforts to deliver the Goods 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 before the requested 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 deliverydate, subject to Seller’s right availability of raw materials and finished Goods. Delivery dates are estimates only and are without obligation unless RORA MOTION has expres1sly confirmed otherwise. RORA MOTION shall not be liable for or in respect of any loss or damage arising from any delay in filling any order, failure to stop deliver or delay in delivery. Delivery is subject to RORA MOTION timely receiving the correct supplies to manufacture the Goods. RORA MOTION will notify Buyer of any delays in procuring such raw materials and, should there be a delay in obtaining such raw materials, the delivery date will be postponed by an appropriate period by RORA MOTION. (b) Unless otherwise agreed in writing by the parties, RORA MOTION will make the Goods in transit and available to any interest of Seller reserved to secure Buyer or Buyer’s payment or performance carrier at [RORA MOTION FACILITY] (the “Delivery Point”) using RORA MOTION’s standard methods for packaging and making available such Goods. Buyer shall take delivery of the Goods within five (5) days of RORA MOTION’s written notice that the Goods have been delivered to Seller, even if freight is included or prepaidthe Delivery Point. If Seller holds Buyer shall be responsible for all loading costs and provide equipment and labor reasonably suited for receipt of the Goods at Buyer’s instruction the Delivery Point. No delay in the shipment or because Xxxxx has failed to supply shipping instructions delivery of any Goods relieves Buyer of its obligations under this Agreement, including accepting delivery of any remaining installment or because Sellerother orders of Goods. RORA MOTION may, in its sole discretion, determines that any part without liability, make partial shipments of Goods should be held to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer’s accountpurchase order. If, Seller may invoice Buyer for the Goodsany reason, 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 accept delivery of any of the Goods on the date fixed pursuant to RORA MOTION’s notice, or if RORA MOTION is unable to deliver the Goods 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 as of such date; (ii) the Goods shall be deemed to have been delivered as of such date; and (iii) RORA MOTION, at its option, ship may store the Goods to until Buyer at the address specified in the applicable Order picks them up, whereupon Buyer shall be liable for all related costs and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept expenses (including, without limitation, storage 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 notedinsurance).

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. 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. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyera. The Products will be delivered within a reasonable time after the receipt of Xxxxx’s or forwarder’s address and are assumed purchase order, subject to authorize immediate release upon ready-to-ship status unless the availability of the Products. b. Unless otherwise specified agreed in writing. All shipping dates are approximate; production will not begin until receipt writing by the parties, Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at shall 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 Products to Buyer’s representative or designee, or shipping address identified on the Order Acknowledgment (Dthe “Delivery Point”) mailing using Seller’s standard methods for packaging and shipping such Products. Delivery shall be made FOB Shipping Point. Buyer shall take delivery of an invoice the Products immediately upon their delivery to Buyerthe Delivery Point. Xxxxx agrees to Buyer shall be responsible for all loading costs and provide Seller with defined shipping instructions within seven (7) business days following equipment and labor reasonably suited for receipt of packing list provided the Products at the Delivery Point. c. Shipping and handling charges will be prepaid and added to the invoice. Fuel surcharge will be billed at time of shipment according to the market rate for that particular week as set by Sellerthe Department of Transportation and our freight carriers. Title to Goods If a 3rd party freight company or freight collect methods are required, Getinge will pass to Buyer on tender of charge a $50.00 handling fee per shipment. Any additional expense for providing hydraulic lift gate for truck delivery, subject inside delivery, refused shipments, storage, redelivery, etc., will be an additional charge to SellerCustomer. It is Customer’s right responsibility to stop Goods in transit and store the delivered equipment, if necessary, at no expense to any interest of Getinge. d. 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 shipments of Goods should be held Products to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer’s account, Seller may invoice purchase order. e. Title and risk of loss passes to Buyer upon delivery of the Products at the point of origin. As collateral security for the Goodspayment of the purchase price of the Products, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Products, 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 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 all proceeds (but is not obligated to carryincluding insurance proceeds) 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 notedforegoing.

Delivery. 6.1 Delivery terms takes place on agreed INCOTERMS (per Incoterms® 2020ICC INCOTERMS 2010) are as stated on each in the Purchase Order. All Orders must include Buyer’s or forwarder’s address and If no INCOTERMS terms 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 manufacturingindicated, shipping, and credit information. Tender of delivery is deemed shall be understood 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 moment unloading 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 finished taking place 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 location designated by Buyer. 6.2 Time of delivery of the Goods. All claims Goods and of performance of the Services is of the essence and shall start to run from the date of acceptance by Seller of the Purchase Order or the date on which Seller is placed in possession of such information and drawings as may be necessary to enable him or her to start work on the Goods or the Services, whichever may be the later. 6.3 Delivery of Goods in installments shall be permitted only with the written consent of Buyer and such permission, if given, shall not entitle Seller to claim payment prior to completion of the present Agreement unless Buyer has agreed in writing. 6.4 If Buyer is not able to accept delivery of the Goods or installation of the Goods when due, Seller will be waived unless responsible for arranging suitable storage of the Goods at suitable premises, advising Buyer beforehand of the particulars of such proposed storage and Seller shall also ensure that the Goods and the premises in which they are stored are properly insured against all the usual risks and notify Buyer of such insurance cover. 6.5 If delivery is made before the delivery date specified in the Purchase Order, Buyer may return the Goods to Seller at Seller's risk and expense. 6.6 Each delivery must be accompanied by details of the exact quantity and description of the Goods and/or the Services performed. Shipping documents and a delivery receipt, signed separate invoice stating the relevant Purchase Order number for each shipment must be sent by freight vendor’s agent at time of delivery, first class mail to Buyer's plant or office which issued the Purchase Order on the day on which receipt the loss shipment is made, marked for the attention of the Accounts Office. When Goods are invoiced by Seller but shipped by a third party, the invoice shall bear the name of the shipper and the point from which the delivery originated. If shipment is not delivered to Buyer's premises, the original xxxx of lading must be furnished with the invoice(s). Buyer's count shall be accepted as final on all shipments. 6.7 Delivery is completed only if the agreed Goods or damage Services are delivered in their entirety in accordance with the present Agreement at the location designated by Buyer. 6.8 Seller shall provide Buyer a current material safety data sheet (“MSDS”) for each Good supplied to Buyer under the present Agreement on an annual basis or sooner in the event such document has been notedmodified. 6.9 If Seller is in the position of being able to supply some but not all of its customers, Buyer shall be given priority over all other of Seller's customers.

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 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® 2020must be in strict compliance with Cirrus Shipping Instructure, the schedule contained in the Order and the Products shall be delivered directly to Cirrus’ designated delivery location in accordance with Cirrus’ Order(s) 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 schedule(s), costs associated any deviation from Cirrus’ shipping dates are approximate; production procedures 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 be Seller’s locationresponsibility. Parts fabricated in excess or in advance of Cirrus’ requirements contained in an Order are at Seller’s risk. 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 Buyerfails to meet an Order’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, scheduled delivery dates Cirrus in its sole discretiondiscretion may charge Seller a Late Delivery Penalty equal to the number of impacted aircraft multiplied by the days of unplanned downtime and Cirrus elects to call for expedited shipments, determines Seller will pay any expedited rate(s) incurred.. Should Cirrus accept untimely delivered Orders , which option Cirrus reserves, Cirrus reserves all rights to impose Late Delivery Penalty as defined herein and the Seller shall be liable for all reasonable additional costs incurred by Cirrus because 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 Cirrus to install the Product(s) out of normal manufacturing sequence in addition to other remedies available by law. Title and risk of loss in the Products remain with Seller until delivery of the Products to Cirrus. If Seller encounters or anticipates 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 addition to other remedies available at law, 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 accountDefault.” Seller shall maintain adequate and consistent quality and inventory control programs so as to assure that the Products meet all specifications as to appearance, performance and reliability. In the event Cirrus requires Seller to purchase specific parts or components for the Products from certain vendors, Seller may invoice Buyer shall be responsible for logistics, quality assurance, and ensuring that such parts meet Cirrus’s specifications. Seller shall furnish to Cirrus results of quality and inventory control samplings upon request. If requested by Cirrus, Seller shall support the need for an on-site inventory stock space at Cirrus’s facility by stocking a mutually-agreeable amount of consigned Product inventory in such stock location. Such inventory shall remain titled in Seller’s ownership until such time as the inventory is physically moved out of the stock location for use in Cirrus’s production process, at which time the title shall shift to Cirrus. Supplier agrees to the following delivery performance requirements for all orders placed by Xxxxxx. The On Time Delivery Performance to Advanced Shipping Notice (“OTD”) as measured in the Supplier Portal = 100%. If Xxxxxx’s OTD is less than 100% Supplier agrees to the following Performance Actions defined herein. Cirrus shall issue a blanket purchase order to Seller for the GoodsProducts however the manufacturing and delivery of Products and any associated material procurements by Supplier shall be established solely by Delivery Schedule(s) or Just In Time Release Schedule (collectively “JIT”), 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 which Cirrus shall release and Seller may charge shall accept delivery signals via the Cirrus Supplier Portal. Cirrus bears no responsibility for Products manufactured or delivered or associated material procurements beyond the amounts reflected in the JIT, however, Cirrus shall agree to a 2-week firm commitment on delivery quantities. Cirrus will supply to Seller a six-month forecast or part plan update to be used for planning purposes only. The forecasts/part plan updates are not binding on Cirrus and will not represent a commitment by Cirrus to order a certain quantity of Products. Quality: Seller agrees to the following quality performance requirements for all Orders placed by Cirrus including but not limited to Defective Parts Per Million (but is not obligated “DPPM”) as documented in the Supplier Portal to carrybe less than or equal to three thousand five hundred (< 3500) insurancefor a rolling twelve (12) month period. If Buyer fails Supplier’s DPPM is greater than 3500 in a rolling twelve (12) month period, Supplier agrees to the following Performance Actions defined herein. In the event Seller does not achieve any of Delivery and Quality requirements defined herein Section 3, Seller agrees to any and all of the following Performance Penalties: (i) to provide shipping instructionsRoot Cause Corrective Action (“RCCA”) identification per the form provided on the Supplier Portal, Seller may, at its option, ship the Goods (ii) to Buyer at the address specified participate 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 regular calls as determined 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 Cirrus sole discretion, may agree to pay for all fees associated with expediting material to deliver conforming Products to Cirrus as a service time is of the essence to Buyer mitigate additional costs associated with missed performance requirement, (iii) to process Xxxxx’s claim against the freight vendor pay for any loss or damage in transitand all costs associated with deferred work due to missed performance requirements including but not limited to; rework, so long as Seller receives the claim within five labor, scrap, non-conformance fees (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.non-conformance fees not to exceed $500 per non-conformance),

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order4.1 Unless otherwise agreed in writing in advance, Seller shall not make material commitments or production arrangements in excess of the amount or in advance of the time necessary to meet Patheon’s delivery schedule. All Orders must include BuyerGoods shipped to Patheon in advance of schedule may be returned by Patheon, at its sole option, to Seller at Seller’s expense. 4.2 If there is a delay in delivery of Goods or forwardersupply of Services, Seller shall be liable for all reasonable costs resulting from such delay. If as a result of Seller’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise delay Patheon requires shipment of any of the Goods by a method of transportation other than the method originally 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 accountPurchase Order, Seller may invoice Buyer shall transport the Goods using the method of transportation specified by Patheon or, where Patheon is responsible for transporting the Goods, as well as for storagepay Patheon the amount, if any, by which the cost of such transportation exceeds the cost of the method of transportation originally specified. 4.3 All Goods, materials and workmanship shall be subject to inspection and testing by Patheon at all reasonable times whether on Patheon’s premises or that of Seller and both before and after delivery. Storage fees will Prior to the visit by Patheon’s inspector, Seller shall, where requested, conduct its own inspection. Seller may be required to demonstrate, at Seller’s standard ratesexpense and to Patheon’s inspector’s satisfaction that Seller has complied with the requirements of the Purchase Order. Patheon has the right to have its expediter or inspector obtain from the Seller information concerning the status of Seller’s material orders, subcontracts and manufacturing progress at intervals deemed necessary by Patheon. If the Goods invoiced are to be incorporated into an operating facility, Patheon’s inspection and held testing of the Goods may be made under operating conditions after the Goods have been installed. 4.4 Unless Patheon is notified in writing and agrees in writing to a substitution prior to shipment, Seller shall supply Goods exactly as specified by Patheon in its Purchase Order. Any terms to the contrary in any Applicable Law shall not apply to the Contract. Patheon shall have the right to return all off-specification Goods at Seller’s expense. 4.5 Unless otherwise agreed in writing, items which form the subject of the Purchase Order must be delivered in a single consignment on the date and to the place specified on the Purchase Order. Patheon reserves the right to reject delivery in the event that any location for whatever reason will of these conditions are not met. Except with the written consent of Patheon, the Seller shall not deliver the Goods in advance of the delivery date. Patheon shall have the right, without prior notice, to return part-deliveries which deviate from the delivery schedule set out in the Purchase Order, at the expense and risk of the Seller. 4.6 Where applicable, the Seller must ensure that a Certificate of Conformance/Analysis is supplied with each consignment and that a copy is also emailed to xx.xxxxxxxxx@xxxxxxx.xxx (or such other email address as may be at Buyer’s risk notified to the Seller from time to time). 4.7 Seller shall ensure that wooden pallets are heat treated and Seller may charge for (but must ensure that Tri Bromo Phenol is not obligated to carry) insuranceused. If Buyer fails to provide shipping instructions, The parties agree that plastic or metal pallets may also be used. The Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order shall ensure that all pallets are clear and invoice Buyer for the Goods. Xxxxx agrees to make payment free 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 notedmould.

Delivery. Deliver the goods into the custody of the carrier or another person (e.g. a freight forwarder) named by the buyer, or chosen by the seller in accordance with A3 .a), at the named place or point (e.g. transport terminal or other receiving point) on the date or within the period for delivery and in the manner agreed or customary at such point. If no specific point has been agreed, and if there are several points available, the seller may select the point at the place of delivery which best suits his purpose. Failing precise instructions from the buyer, the seller may deliver the goods to the carrier in such a manner as the transport mode of that carrier and the quantity and/or nature of the goods may require. Delivery terms to the carrier is completed: I) In the case of rail transport when the goods constitute a wagon load (per Incoterms® 2020or a container load carried by rail) the seller has to load the wagon or container in the appropriate manner. Delivery is completed when the loaded wagon or container is taken over by the railway or by another person acting on its behalf. When the goods do not constitute a wagon or container load, delivery is completed when the seller has handed over the goods at the railway receiving point or loaded them into a vehicle provided by the railway. II) In the case of road transport when loading takes place at the seller’s premises, delivery is completed when the goods have been loaded on the vehicle provided by the buyer. When the goods are stated delivered to the carrier’s premises, delivery is completed when they have been handed over to the road carrier or to another person acting on each Orderhis behalf. III) In the case of transport by inland waterway when loading takes place at the seller’s premises, delivery is completed when the goods have been loaded on the carrying vessel provided by the buyer. All Orders must include BuyerWhen the goods are delivered to the carrier’s premises, delivery is completed when they have been handed over to the inland waterway carrier or forwarder’s address and to another person acting on his behalf. IV) In the case of sea transport when the goods constitute a full container load (FCL), delivery is completed when the loaded container is taken over by the sea carrier. When the container has been carried to an operator of a transport terminal acting on behalf of the carrier, the goods shall be deemed to have been taken over when the container has entered into the premises of that terminal. When the goods are assumed less than a container load (LCL), or are not to authorize immediate release upon ready-to-ship status unless otherwise be containerised, the seller has to carry them to the transport terminal. Delivery is completed when the goods have been handed over to the sea carrier or to another person acting on his behalf. V) In the case of air transport, delivery is completed when the goods have been handed over to the air carrier or to another person acting on his behalf. VI) In the case of unnamed transport, delivery is completed when the goods have been handed over to the carrier or to another person acting on his behalf. VII) In the case of multimodal transport, delivery is completed when the goods have been handed over as 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 GoodsI)—VI), 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 the case 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 notedbe.

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 A. Buyer's Purchase Orders shall state Seller's estimated delivery dates for Product, The maximum agreed upon period of time between Buyer's issuance of a Purchase Order and the estimated delivery date (per Incoterms® 2020"Leadtime") are shall be as stated on each Orderin Exhibit A. B. All deliveries of Product shall be FOB point of origin. 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 In the absence 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 specific instructions, Seller maywill select the carrier, which will not be deemed an agent of Seller. Products will be drop shipped to the U.S. destination designated on Buyer's Purchase Order. Unless Buyer's order specifically declines, Seller will provide "All Risk" transit insurance, commencing coverage upon tender of Products to the carrier and terminating upon Customer's receipt thereof. Buyer shall pay for such coverage at its optioncurrent rates. C. Buyer may require that shipments of Products be shipped by Seller to various destinations. The Purchase Order will clearly specify the "Ship To" locations for each Purchase Order placed with Seller. D. Seller reserves the right to make partial shipments, ship the Goods to with Buyer's authorization, in which event 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 all Products received per the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, terms as stated herein. E. Delivery and/or shipping dates given by 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 are + /- three (3) calendar days of receipt of unless otherwise stated in the initial shipment. Purchase Order. F. If 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 refuses and/or reschedules delivery of the Goodsany Products that have been shipped to it due to reasons other than damaged or incorrect Product, Buyer shall pay Seller for additional costs incurred, including without limitation storage and any additional freight costs. All claims will be waived unless accompanied by a Terms and conditions for rescheduling delivery receiptare included in Exhibit B, signed by freight vendor’s agent at time Product Reschedule Provisions. G. Any cancellation of delivery, on which receipt the loss or damage has been notedan order after shipment is subject to Seller's written acceptance thereof.

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 a. Time is of the essence in Supplier’s performance of its obligations under the Purchase Order. All Orders must include BuyerSupplier will immediately notify GATESAIR if Supplier’s timely performance under the Purchase Order is delayed or forwarderis likely to be delayed. GATESAIR’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 acceptance of Supplier’s notice will not begin until receipt by Seller constitute GATESAIR’s waiver of complete manufacturingany of Supplier’s obligations. b. If Supplier delivers Work after the Delivery Date, shippingGATESAIR may reject such Work. c. GATESAIR will hold any Work rejected under this Purchase Order at Supplier’s risk and expense, and credit informationincluding storage charges, while awaiting Supplier’s returns shipping instructions. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipperSupplier will bear all return shipping charges, (B) allocation of Goods to Buyer at location other than Sellerincluding without limitation, insurance charges GATESAIR incurs on Supplier’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyerbehalf. 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 SellerGATESAIR may, in its sole discretion, determines that destroy or sell at a public or private sale any part rejected Work for which GATESAIR does not receive return shipping instructions within a reasonable time, and apply the proceeds, if any, first toward any storage charges. d. Supplier will provide all information required to comply with any applicable import and export laws and regulations, including but not limited to import classification (such as Harmonized Tariff Schedule), export classification (such as Export Control Classification Number), and country of Goods should be held for Buyer’s account, Seller may origin of all Work supplied to GATESAIR. Supplier must include the relevant information on the commercial invoice Buyer for and 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) insurancepacking list. If Buyer applicable, Supplier agrees to comply with U.S Customs Security Filing (“ISF”) requirements and agrees to include the following “ISF data elements” on the commercial invoice: (1) manufacturer name and address; (2) Supplier name and address; (3) buyer name and address; (4) ship‐to name and address; (5) HTSUS number; and (6) country of origin. Supplier must provide the invoice to GATESAIR, including the “ISF” data, at least 72 hours before Work is laden on the vessel in the foreign port. If Supplier fails to provide shipping instructionssuch invoice on a timely basis, Seller mayGATESAIR may reject the Work. e. Supplier will preserve, at pack, package and handle the Deliverables and Products so as to protect the Deliverables and Products from loss or damage and in accordance with best commercial practices in the absence of any specifications GATESAIR may provide. Without limiting the foregoing, Supplier shall observe the requirements of any local laws and regulations relating to hazardous work, including, without limitation, with respect to its optionaccompanying information, ship packing, labeling, reporting, carriage and disposal. f. Supplier will include with each delivery of Products a packing list identifying the Goods Purchase Order number, the GATESAIR part number for each of the Products (if applicable), a description and the quantity of each of the Products, and the date of shipment. g. Unless GATESAIR expressly instructs otherwise, Supplier will deliver all Work to Buyer GATESAIR’s plant at the address specified set forth in the applicable Order Purchase Order. Seller assumes responsibility for all shipping and invoice Buyer delivery charges including, without limitation, customs, duties, costs, taxes and insurance. Risk of loss for the Goods. Xxxxx agrees Deliverables and Products does not pass 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 GATESAIR until acceptance 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 notedaccordance with Section 6.

Delivery. If Tenant timely exercises its right to lease the First -------- Offer Space, Landlord shall exercise commercially reasonable efforts to deliver the First Offer Space on the scheduled date for delivery of possession or as soon thereafter as reasonably practicable. If Landlord fails to deliver possession of all or any portion of the First Offer Space to Tenant on or before the scheduled date for delivery of possession for any reason, the Lease shall not be void or voidable and Landlord shall not be deemed in default or otherwise liable to Tenant for any claims, damages, or liabilities in connection therewith or by reason thereof, but Tenant shall have no obligation to pay Basic Monthly Rental or Tenant's Percentage Share of Operating Expenses or Real Property Taxes with respect to the First Offer Space until possession of the First Offer Space has been delivered to Tenant. Notwithstanding the foregoing, if Landlord has not delivered possession of the First Offer Space to Tenant within six (6) months after the scheduled date for delivery of possession (the "First Offer Space Delivery terms Deadline"), Tenant, as its sole remedy, may revoke its lease of the First Offer Space by giving written notice of such revocation to Landlord at any time after the First Offer Space Delivery Deadline and prior to the date Landlord delivers possession of the First Offer Space to Tenant. In such event, Tenant's exercise of its right to lease the First Offer Space shall be null and void, but the Lease, as amended by this Amendment, shall otherwise continue in full force and effect. Notwithstanding anything to the contrary set forth herein, if an Event of Default exists under the Lease, which Event of Default has not been waived in writing by Landlord, either at the time an Offering Notice would otherwise be required to be sent under this Paragraph 10, or at any other time following Tenant's exercise of its right to lease the First Offer Space and prior to the date upon which possession of the First Offer Space is to be delivered to Tenant, Landlord shall have, in addition to any other remedies, the right (per Incoterms® 2020but not the obligation) 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, shippingterminate Tenant's rights under this Paragraph 10 with respect to such First Offer Space, and credit information. Tender of delivery is deemed in such event Landlord shall not be required to occur at deliver the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods Offering Notice or 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 deliver possession of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage First Offer Space 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 notedTenant.

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.