Common use of Delivery Clause in Contracts

Delivery. (a) Contract delivery schedules and quantities are a material condition of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract delivery schedules and quantities Time is of the essence of this Order. If Seller delivers the goods or completes the services later than scheduled, Buyer may assess such amounts as may be set on the face of an Order as liquidated damages for the delay period. The parties agree that such amounts, if stated on the face of an Order, are an exclusive remedy for the damages resulting from the delay period only; are a material condition reasonable pre-estimate of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, such damages Buyer will have suffer as a result of delay based on circumstances existing at the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of time the unit price per day, Order was issued; and are to be assessed as liquidated damages and not as a penalty. Any such In the absence of agreed to liquidated damages, Buyer shall be entitled to recover damages that it incurs as a result of Seller’s failure to perform as scheduled. Buyer’s resort to liquidated damages shall start no sooner for the delay period does not preclude Xxxxx’s right to other remedies, damages and choices under this Order other than the fifth (5th) day after damages resulting from the Purchase Order Promise Datedelay period, and continue until and including the date on which the Product(s) is delivered including, but not limited to Buyer’s right to terminate this Order for non-delivery. All delivery designations are INCOTERMS 2010. Unless otherwise stated on the face of this Order, all goods provided under this Order shall be delivered FCA Seller’s facility, except goods that are to be shipped directly to Buyer’s customer or a location designated by Buyer’s customer that are: (a) not to exceed 20% of be exported; or (b) exported from the unit price. Any liquidated damages assessed to Seller will United States (“U.S”), shall be debited from delivered EXW Seller’s facility. The term EXW used herein is modified from the INCOTERMS 2010 definition to mean “EXW with Seller responsible for loading the goods at Seller’s risk and expense”. Buyer may specify contract of carriage in all cases. Failure of Seller to comply with any such Buyer specification shall cause all resulting transportation charges to be for the account of Seller and may be set off against give rise to any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contractequity. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract Delivery of the products in accordance with the delivery schedules and quantities are schedule is a material condition requirement of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breacheach purchase order. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice Time is of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rightsessence in fulfilling all purchase orders. (b) If Seller fails to make delivery Unless otherwise specified in the relevant purchase order or by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the Contract delivery scheduleinstructions specified therein, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contractduring normal business hours. (c) In The Seller shall notify the event Purchaser promptly in writing of any anticipated cause whatsoever, including but not limited to any actual or actual potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in meeting accordance with the Contract delivery scheduleschedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller shallwill store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) Promptly notify Buyer require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the reasons for the delay and the actions being taken to overcome or minimize the delay;Purchaser); and (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyerrequire the Seller to bear any freight charges and loss incurred including, ship via air or expedited routing to avoid or minimize delay lost profits and special damages. Without prejudice to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance generality of the schedule foregoing, if a tender of conforming products is not made by the normal maturity after the delivery date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules the relevant purchase order or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping authorised in shipment releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at Purchaser to the frequency and method determined Seller, this shall constitute a breach by the Buyer. (g) Seller and the Seller shall enter material delivery Promise Dates into have no right to make a later tender of conforming products unless the Oracle iSupplier systemapproval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall respond not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any inquiries made products which are tendered by the Buyer within two (2) business days Seller in advance of the requestdate scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Contract delivery schedules Delivery must be in strict compliance with the schedule contained in an Order and quantities are a material condition of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities the Products shall be considered a material breach. Any shipments that deviate from the Contract delivered directly to Cirrus’ designated delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery location in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penaltyCirrus’ Order(s) schedule(s). Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods Parts fabricated in excess or in advance of Buyer's Purchase Cirrus’ requirements contained in an Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer’s risk. Buyer Cirrus reserves the right to return to Seller, at Seller’s expense, all Products received more than seven (7) calendar days ahead of the required delivery date. Cirrus reserves the right, without loss of discount privileges, to pay invoices covering Goods items shipped in advance of the schedule of on the normal maturity after the delivery date specified for deliveryon the Order. If Seller delivers Goods fails to meet its scheduled delivery dates and Cirrus elects to call for expedited shipments, Seller will pay the difference between the method of shipping specified and the actual expedited rate incurred. Seller shall be responsible for any additional charges resulting from any deviation from Cirrus' shipping procedures and requirements. Should Cirrus accept Products which are not delivered on or before the required delivery date, which option Cirrus reserves, the Seller shall be liable for all reasonable additional costs incurred by Cirrus because 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 advance addition to other remedies available by law to Cirrus. Title and risk of this Contract’s loss in the Products shall remain in Seller until delivery schedules of the Products to Cirrus. If Seller encounters or blanket releasesanticipates difficulty in meeting the delivery schedule, Buyer 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 required to make payment for the Goods sooner than on average, the second business day construed as a waiver by Cirrus of the second month following this Contract’s any delivery schedule or shipping releases due datedate or of any rights or remedies provided by law or this Agreement. Buyer shall not be required If Seller fails to make payment 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 an Order in accordance with the paragraphs of this Agreement entitled “Termination for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releasesDefault. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.”

Delivery. (a) Delivery must be in strict compliance with the schedule contained in the Contract delivery schedules and shall be made by Seller at such times and places, and of such items and quantities are a material condition as may, from time to time, be specified by Buyer. If Seller fails to meet its scheduled delivery dates and Buyer elects to call for expedited deliveries, Seller will pay the difference between the method of this Contractproduction and/or shipping specified, and Seller’s failure to meet Contract delivery schedules or quantities the actual expedited costs incurred. Seller shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goodsany additional charges resulting from deviation from Xxxxx’s instructions. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with promptly and regularly, as required under the Contract delivery scheduleContract, Buyer will have the option of terminating this Contract may, in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as addition to other remedies available at law, terminate the Contract by giving notice to Buyer under Seller. Title and risk of loss shall remain with Seller until goods are delivered to the contract at law F.O.B. point specified in the Contract or equity for other breaches later designated alternate delivery location. Notwithstanding such delivery, Seller shall bear risk of contract. (c) In loss or damage to goods purchased hereunder from the event time that Xxxxx gives notice of any anticipated rejection of goods, pursuant to the inspection provisions on this Contract. If Seller encounters or actual delay anticipates difficulty in meeting the Contract delivery schedule, Seller shall: (i) Promptly shall immediately notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedulewriting, giving pertinent details; and (iii) If requested by Buyerprovided, ship via air or expedited routing to avoid or minimize delay to the maximum extent possiblehowever, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will that such data shall be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only in character and shall not be construed as a waiver by Buyer of any delivery schedule or date, or of Buyer’s any rights or remedies of Buyer provided by law or the Contract. (e) Goods . Parts fabricated in excess or in advance of Buyer's Purchase Order or Blanket ’s release are at Seller's risk unless otherwise authorized in writing by Buyer’s risk. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods items shipped in advance of the schedule of on the normal maturity after the date specified for delivery. (b) Packaging and packing of items shall be in a manner that ensures maximum protection from vibrations, abrasions, damages, forklift handling or any other condition reasonably encountered during transit. If Seller delivers Goods shall insure safe arrival of items under contract by secured, dependable lowest transportation cost, conforming with requirements of common carriers and, in advance of this Contractany event, comply with Buyer’s delivery schedules or blanket releases, Buyer shall not minimum specifications set forth in the P.O. Seller may be required to make payment for the Goods sooner than on averagetrack deliveries through electronic means such as RFID, the second business day of the second month following this Contract’s delivery schedule UID, scan codes or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releasesshipper tracking. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract Amneal shall deliver, or shall cause its Affiliate or Permitted Subcontractor to deliver, all quantities of Product ordered by Metsera pursuant to a Firm Order on the date specified for delivery schedules and quantities are a material condition by Metsera in the applicable Firm Order [***]. Each such shipment of this Contractcommercial Product shall include the full amounts of Product ordered under such Firm Order; provided, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments however, that deviate the quantity of Products delivered by Amneal may vary [***] from the Contract delivery schedule are subject to quantities specified by Metsera in the Buyer's rejectionapplicable Firm Order, and Seller will be responsible for the cost incurred provided that any shortfall is received by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice Metsera within [***] of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods Shipments of Products will be made [***] of Amneal or its Affiliate or Permitted Subcontractor, as applicable, unless otherwise mutually agreed by the Parties. As between the Parties, risk of loss or of damage to Products will remain with Amneal until Amneal or its Affiliate or Permitted Subcontractor loads the Products onto the carrier’s vehicle for shipment at the shipping point at which time risk of loss or damage will transfer to Metsera. Notwithstanding the foregoing, Amneal will, or will require its Affiliate or Permitted Subcontractors to, in advance accordance with Metsera’s reasonable instructions and as agent for Metsera, (a) arrange for shipping (such shipping to be paid by Metsera) and (b) at Metsera’s expense, obtain any other official authorization necessary to export the Products. Metsera will arrange for insurance and will select the freight carrier used by Amneal or its Affiliate or Permitted Subcontractor to ship Products. Products will be transported in accordance with the Specifications. Upon each shipment of this Contract’s delivery schedules or blanket releasesthe Product, Buyer shall not be Amneal will provide to Metsera the Release Documentation and such other documentation in English as is required to make payment meet Applicable Law, or such other documentation as the Parties may agree upon in writing. The Parties shall cooperate reasonably to obtain all licenses or permits necessary to ship the Product (the evaluation of which licenses or permits required shall be performed by Metsera or its designee). Metsera or its designee is responsible for import control compliance. On the Goods sooner than on averagedate of shipment, the second business day of Products shall have at least the second month following this Contract’s delivery schedule or shipping releases due dateMinimum Remaining Shelf Life. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.[***]

Delivery. (a) Contract a. Any dates quoted for delivery schedules and quantities are a material condition of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination Products are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational approximate only and WG shall not be construed as a waiver by Buyer liable for any delay in delivery of the Products however caused. Time for delivery shall not be of the essence of any of Buyer’s rights or remedies provided Contract. Any Products may be delivered by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped WG in advance of the schedule quoted delivery date upon giving reasonable notice to Xxxxx. b. Unless otherwise agreed in writing, delivery of the normal maturity after the date specified Products shall be made at WG’s premises upon notification to Buyer that such Products are ready for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due datecollection. Buyer shall not be required entitled to make payment collect the Products any time thereafter on reasonable notice during WG’s normal business hours. WG shall have the right to assume that any person who both reasonably appears and claims to have the authority to accept and sign for Goods which are delivered to Buyer in excess delivery of the quantities specified Products on behalf of Buyer does, in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the fact, have requisite authority from Buyer. c. Claims for non-delivery of Products must be made in writing to WG within five (g5) Seller working days from the date of invoice. In the event WG should agree to deliver Products directly to Buyer’s customer any such delivery shall enter material be deemed to be made to Buyer and any refusal by Xxxxx's customer to accept such delivery Promise Dates into the Oracle iSupplier systemshall be deemed to be a refusal by Xxxxx. (h) Seller d. Xxxxx agrees to accept partial delivery of Products ordered unless otherwise mutually agreed by the parties in writing. Where the Products are delivered in instalments, each delivery shall respond constitute a separate Contract. Failure by WG to deliver any one or more of the instalments in accordance with these Agreements or any claim by Buyer in respect of any one or more instalments shall not entitle Buyer to treat a Contract as repudiated or to cancel any other instalment. e. If Buyer fails to take delivery of the Products or fails to give WG adequate delivery instructions in its Purchase Order then, without prejudice to any inquiries made by other right or remedy available, WG may: (i) store the Products until actual delivery and charge Buyer within two for the reasonable costs thereof, including insurance costs; or (2ii) business days terminate the Contract forthwith and sell the Products. f. Buyer shall bear any and all costs (including original and return carriage costs) associated with any unjustified refusal of delivery of Products ordered pursuant to a Contract. g. If there is a shortage of Products available to WG then WG may allocate any available Products between its buyers on such a basis as it deems appropriate. In case of the requestforegoing, then Xxxxx agrees to accept any Products delivered to it and shall pay the appropriate pro-rated portion of the invoiced price for such Products.

Delivery. (a) Contract For delivery schedules costs and quantities are a material condition of this Contractarrangement, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject please refer to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rightsOnline Shop Delivery Policy. (b) If Seller fails to make delivery We may deliver the merchandise in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, one or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contractmore instalments. (c) In Any times and dates given for dispatch of merchandise, or the event length of time that merchandise will take to be delivered, are only estimates. If we are unable to meet any anticipated stated dispatch or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome dates or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay times we will inform you as to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYSprogress of your order. Seller You agree and accept that under no circumstances will be solely responsible for paying the difference between the method we accept cancellation of shipping specified and the actual air order or expedited rate incurredrefund. (d) Any information provided by Seller regarding any anticipated or actual delay You can opt for courier delivery of the Order to your nominated address. We accept Orders for delivery in meeting Hong Kong only. Alternatively, you may opt for pick-up of the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the ContractOrder (if applicable) from our designated physical stores. (e) Goods fabricated in excess or in advance of Buyer's Purchase We will not accept any changes to the delivery method once the Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releaseshas been confirmed. (f) Seller We shall provide a response endeavour to an open order report issued by arrange to deliver the Buyer Products at the frequency and method determined delivery address designated by you. We reserve the Buyerright to revise any terms of services (including but not limited to the covered areas for delivery, delivery timeframe and/or the delivery fee) from time to time without prior notice. (g) Seller In order to protect the interest of you, comply with applicable statutory requirements and manage a complete record of such delivery, our employee or agent may request the designated recipient to produce the credit card which you used for the Order and your original ID Card or other identification document acceptable by us in person for verification of the name of such recipient, age of such recipients (for intoxicating liquor or other restricted Products), the duly completed authorization (if applicable) and any other relevant documents for verification purpose upon delivery. We reserve the right to decline any delivery of the Products/ Services if we are not satisfied with the verification of the recipient and no reasons shall enter material delivery Promise Dates into the Oracle iSupplier systembe given. (h) Seller All dates quoted by us for the delivery of Products/ Services are estimates only. In no event shall respond we be liable for any additional or increased cost, loss of profits or goodwill or any other special, incidental direct or indirect or consequential damages due to late delivery or non-delivery of any Products/ Services. (i) If you fail to take delivery of the Products/ Services or any part of them more than 30 days after the date of purchase or fails to provide accurate and clear delivery instructions, documents, consents or authorizations required to enable the Products/Services to be delivered, we shall have the sole discretion to dispose of the goods without further notice and without any liability and you will not be entitled to any inquiries made by refund or set off from us for any price paid. (j) Any risk in the Buyer within two (2) business days Products shall pass to you upon the physical delivery of the requestProducts to the address identified by you in your Order, regardless of whether you are the designated recipient of the delivery or not.

Delivery. Shipments may be made by common carrier, unless otherwise specified. Special arrangements, such as air freight, parcel shipment, overnight delivery and special packaging requirements must be specifically requested by Purchaser and, unless agreed to in writing by Little Giant, will be at Purchaser’s expense. Any dates or schedules specified for the delivery of goods covered hereby are approximate only and are based upon then existing conditions and/or conditions reasonably anticipated through each shipping date. In addition to the limitation on damages described herein, Little Giant shall not, under any circumstances be liable for any loss, cost, expense, delay, damage, inconvenience, or consequential damages for failure (ahowever caused) Contract delivery schedules and quantities are a material condition of this Contract, and Seller’s failure to meet Contract delivery schedules a specific shipping date, or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject for any delay, loss, or damage in transit, or due to the Buyer's rejectionunavailability of sufficient products to fill a purchase order. Little Giant reserves the right to allocate available inventories among its customers, and Seller including Purchaser, in the event that such inventories are inadequate to meet demand. Little Giant will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery deliver product in accordance with the Contract delivery schedule, Buyer will have terms and requirements of Incoterms 2010 FCA shipping point unless alternative terms are agreed to in writing. Title to the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any product shipped shall pass to Purchaser when Little Giant delivers such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: goods (i) Promptly notify Buyer in writing of to the reasons carrier for the delay and the actions being taken delivery to overcome Purchaser or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possibledock for export shipments to Purchaser, unless Seller is excused from prompt performance as provided in ¶ 16and all risks of damage, EXCUSABLE DELAYSloss, or delay shall thereupon pass to Purchaser. Seller will be solely responsible for paying Little Giant shall promptly, after shipment, notify Purchaser that the difference between goods have been delivered to the method of shipping specified and carrier or to the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only dock and shall not be construed as a waiver by Buyer of furnish Purchaser with all documents, if any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release that are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, required to pay invoices covering Goods shipped in advance enable Purchaser to obtain possession of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releasesproduct. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract delivery schedules and quantities are a material condition of this Contract, and SellerDelivery must be made during Purchaser’s failure to meet Contract delivery schedules or quantities shall be considered a material breachnormal work hours. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller Delivery will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice within a maximum of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. seven (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (27) business days after the receipt of the written order by the Contractor. The Contractor must submit an acknowledgment of the order within 24 hours from the time of their receipt of the order. It is recommended that the Purchaser provide the Contractor with an estimated annual usage schedule. Such schedule is not an obligation on the part of the Purchaser to Purchase, but rather to assist the Contractor in inventory control. Delivery charges that cover the delivery to Purchaser’s loading dock must be included in the price of the gas. Inside delivery shall also be available, at customer’s request, at bid price (See Price Sheets). Inside delivery is defined as the person(s) delivering the goods shall deliver the items to exact location requested whether it is on the first or the tenth floor, etc. Any orders requiring this service shall be clearly documented to so indicate. At time of delivery and at the request of the Purchaser, the Contractor will provide an industry standard written analysis of the gas(es) being delivered. Failure to comply with agreed upon delivery times may subject Contractor to liquidated or other damages. The Purchaser may refuse shipment when delivered after normal working hours. The Contractor shall verify specific working hours of individual Purchasers and instruct carrier(s) to deliver accordingly. The acceptance by the Purchaser of late performance, with or without objection or reservation by the Purchaser, shall not waive the right to claim damage for such breach, nor preclude DES or Purchaser from pursuing any other remedy provided herein, including termination, nor shall such acceptance of late performance constitute a waiver of the requirements for the timely performance of any obligation remaining to be performed by Contractor. All deliveries are to be made to the applicable delivery location as indicated in the Order Document. When applicable, the Contractor shall take all necessary actions to safeguard items during inclement weather. In no case shall the Contractor initiate performance prior to receipt of written or verbal authorization from authorized Purchasers. Expenses incurred otherwise shall be borne solely by the Contractor.

Delivery. Unless otherwise agreed to by Seller in a purchase order, delivery terms are Ex Works (aIncoterms 2020) Contract delivery schedules at Seller’s designated facility with the exception that Seller is responsible for obtaining the export license and quantities are a material condition of this Contractcompleting all export clearance documents. Buyer is responsible for all carriage, duties, taxes, and Seller’s failure other charges to meet Contract delivery schedules or quantities shall be considered enable import clearance. Unless otherwise agreed to by Seller in a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejectionpurchase order, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with its published lead-time. Seller reserves the Contract delivery schedule, right to assess an expedite fee for purchase orders requested to be shipped prior to agreed lead-times. Buyer will have pay all transportation costs (including insurance, taxes, and customs duties) and for any claims to be filed with the option carrier. Title to goods will pass to Buyer alongside risk of terminating this Contract loss or damage in accordance with ¶ 19the applicable Incoterm agreed between the Parties. Unless expressly specified to the contrary, TERMINATION FOR DEFAULTstock goods will be shipped promptly, and goods not in stock will be shipped as soon as commercially reasonable. However, all shipping dates are approximate and time shall not be of the essence. Shipping dates are based upon the current availability of material, existing production schedules, and prompt receipt of all necessary information. Seller will not be liable for any damage, loss, fault, or assessing 0.5% expenses arising out of the unit price per daydelays in shipment or other nonperformance of its obligations caused by force majeure, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Dateact of God, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against or any other amount owed to Seller by Buyercause or condition beyond Seller's reasonable control and foreseeability. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated such delay or actual delay in meeting the Contract delivery schedulenonperformance, Seller shall: (i) Promptly notify Buyer may, at its preference, and without liability, cancel all or any portion of a purchase order and/or extend any date upon which any performance thereunder is due. Any delivery not in writing dispute shall be paid for regardless of the reasons for the delay and the actions being taken other controversies relating to overcome other delivered or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYSundelivered goods. Seller Orders will be solely responsible for paying considered complete upon shipment of a quantity up to 5% over or under the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities amount specified in this Contract’s delivery schedules or blanket releasesthe purchase order when it is impracticable to produce the exact quantity ordered. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract delivery schedules and quantities are a material condition of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities 5.1. Deliveries shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject made to the Buyer's rejectionDelivery Address(es) listed in the Special Terms And Conditions. Avfuel or its authorized shipping agent (“Shipping Agent”) shall be provided access to Customer’s storage facilities during normal business hours, and Seller or at such other times as may be approved by Customer’s authorized representative, for the purpose of unloading the Products. Unless otherwise agreed in writing, the minimum delivery of Jet A or Avgas fuel will be responsible a full standard transport tanker load as determined by the maximum allowable Gross Vehicle Weight between the supply point and the Delivery Address. Avfuel reserves the right to impose a surcharge for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice deliveries of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rightsless than a full tanker load. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty5.2. Any such liquidated damages Delivery shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit pricebe into tanks designated by Customer. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and Such designation shall not be construed as a waiver warranty that the designated tanks and containment areas have been inspected and approved by Buyer the appropriate regulatory agencies. Customer shall be responsible for all unloading operations including the placement of hoses 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 shall bear all responsibility of spillage or contamination of the Product after it leaves the end of any of Buyer’s rights or remedies properly operating hose provided by law Avfuel or its Shipping Agent. Access to 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 complete any delivery which Avfuel or the ContractShipping Agent determines, in its sole discretion, cannot be made safely. (e) Goods fabricated 5.3. Customer shall be responsible for all demurrage charges assessed by the Shipping Agent for additional time spent at the Delivery Address(es). 5.4. Any claim by Customer of any discrepancy in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance quantity of the schedule of the normal maturity after the date specified for deliveryProduct delivered shall be effective only if Avfuel is immediately notified, while Shipping Agent is still present. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releasesGIVEN THE NATURE OF THE PRODUCTS, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releasesTIME IS OF THE ESSENCE WITH RESPECT TO SUCH CLAIMS AND NO CLAIM SHALL BE PERMITTED OR EFFECTIVE UNLESS DELIVERED WITHIN THE SPECIFIED PERIOD. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. 8.1 The Contractor shall deliver the Products EXW(Incoterms 2010) at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (a) Contract delivery schedules and quantities are a material condition of this Contractfor shipping instructions, and Seller’s failure refer to meet Contract delivery schedules or quantities shall be considered a material breachArt. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods9). Once Xxxxx gives notice of the rejection of the Goods, the risk All risks of loss and or damage to the Goods is Products shall remain with the Seller. Any acceptance of deliveries late to the Contract Contractor until delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery takes place in accordance with the Contract delivery scheduleLTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises. 8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, Buyer will have including the option manufacturing period, until the Products are available for dispatch from the Contractor’s premises. 8.3 Delivery shall only be completed upon the arrival of terminating this Contract the Products at the final destination in accordance with ¶ 19instructions on a Purchase Order, TERMINATION FOR DEFAULTand verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products. 8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products. 8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame. 8.6 In the event that the Contractor is not able to ensure delivery by the dates specified in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs. 8.7 For late delivery of Products or assessing 0.5for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the unit price value of the Products pursuant to a Purchase Order per dayadditional day of delay, as liquidated damages and not as up to a penaltymaximum of 10% of the value of the Purchase Order. Any The payment or deduction of such liquidated damages shall start no sooner than not relieve the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited Contractor from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights its other obligations or remedies provided by law liabilities pursuant to this LTA or the Contracta Purchase Order. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (aThe Seller shall, in accordance with this Section 6, deliver the Items to Purchaser on the date(s) Contract delivery schedules and quantities are a material condition of this Contractindicated in the Purchase Order. If Seller anticipates that it will not deliver the Items on the date(s) indicated, and Seller’s failure to meet Contract delivery schedules or quantities Seller shall be considered a material breach. Any shipments that deviate from immediately notify Purchaser by the Contract delivery schedule are subject to the Buyer's rejectionfastest available means, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of anticipated failure and the Goods, the risk of loss and damage to the Goods is with the Selleranticipated actual delivery date. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery of any part of the Items on the date(s) indicated in accordance with the Purchase Order and per the terms of the Contract, the Purchaser may terminate the Purchase Order and/or the Contract and pursue other remedies. Without prejudice to the other rights of Purchaser, in case of delay in delivery schedule, Buyer will have from the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5due date the Seller shall be liable to pay liquidated damages amounting to 1.0% of the unit price value of Items delivered late per day, as liquidated damages and not as week up to a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20maximum of 10% of the unit priceentire value of the Purchase Order. Any liquidated damages assessed In case of delay in delivery by more than four (4) weeks Purchaser reserves the right to purchase the Items from any other sources other than Seller will be debited and shall recover any additional costs incurred by Purchaser in this regard from Seller’s account and may . Unless otherwise specified in the Purchase Order, all shipments shall be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay delivered F.O.B. to the maximum extent possibledestination designated by Purchaser in the Purchase Order, unless and title and risk of loss shall remain with Seller is excused from prompt performance as provided until the Items in ¶ 16a completed state are received by Purchaser, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method its agent or consignee regardless of shipping specified and the actual air whether or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make Purchaser has made full payment for the Goods sooner than Items. In case of local buy, Seller will intimate Purchaser by shipping notices at F.O.B. destination in advance. Other relevant shipping document copies should be submitted by Seller to Purchaser’s designated address mentioned in the Purchase Order. In case of imports, Seller will mail bills of lading and shipping notices directly to the F.O.B. destination on average, the second business day of shipment. Bills of lading shall indicate the second month following this Contract’s delivery schedule or shipping releases due daterelevant Purchase Order number. Buyer Purchaser may require adherence to its routing instructions, and any savings resulting from adherence to such instructions shall not be required to make payment for Goods which are delivered to Buyer in excess the benefit of the quantities specified in this Contract’s delivery schedules or blanket releasesPurchaser. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. 8.1 The Contractor shall deliver the Products EXW, FCA or DAP (aIncoterms 2010) Contract delivery schedules at the Contractor’s premises in accordance with this LTA and with the quantities are a material condition of this Contractand other instructions as specified in the Purchase Orders (for shipping instructions, and Seller’s failure refer to meet Contract delivery schedules or quantities shall be considered a material breachArt. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods9). Once Xxxxx gives notice of the rejection of the Goods, the risk All risks of loss and or damage to the Goods is Products shall remain with the Seller. Any acceptance of deliveries late to the Contract Contractor until delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery takes place in accordance with the Contract delivery schedule, Buyer will have LTA. The Contractor shall load the option Products onto the first carrier (truck) collecting the Products at the Contractor’s premises. 8.2 Delivery shall not exceed the number of terminating this Contract days specified for each item in the respective Purchase Order in accordance with ¶ 19the terms of this LTA and the Contractor acknowledges that production lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, TERMINATION FOR DEFAULTincluding the manufacturing period, until the Products are available for dispatch from the Contractor’s premises. 8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or assessing 0.5representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non-conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products. 8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Consignment Inspection and Sampling Agency (CSI), does not involve the operational and functional status of the Products. 8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) IDA shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame. 8.6 In the event that the Contractor is not able to ensure delivery by the dates confirmed in the Purchase Order, IDA shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional inspection cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs. 8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the unit price value of the Products pursuant to a Purchase Order per dayadditional day of delay, as liquidated damages and not as up to a penaltymaximum of 10% of the value of the Purchase Order. Any The payment or deduction of such liquidated damages shall start no sooner than not relieve the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited Contractor from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights its other obligations or remedies provided by law liabilities pursuant to this LTA or the Contracta Purchase Order. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract delivery schedules and quantities are a material condition Time is of the essence under this Contract. Except for Buyer’s written consent, and Seller’s failure to meet Contract the delivery schedules or quantities time cannot be delayed. Delivery in advance shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject no more than [**] days prior to the delivery date, relating to every specific PO, stated in Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights’s e-business website. (b) If Seller fails Supplier agrees to make delivery in accordance with the Contract delivery scheduleprepare all documents and materials regarding law, Buyer will have the option of terminating this Contract in accordance with ¶ 19regulation, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Dateimport/export license, and continue until and including other administration needed for shipping Products to the date on which the Product(s) is delivered delivery place stipulated in Section 6. When make each shipment, Supplier should login Buyer’s e-business website to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyerfeedback shipment information. For the avoidance of doubt, liquidated damages as the Products may need to [**], the Supplier is required to deliver the Products [**] at the place stated in Section 6. The Supplier should obtain any necessary export license or termination are other documentation prior to the agreed-upon remedies delivery of Products and inform the Buyer of such information. The Buyer should provide necessary assistance for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contractSupplier’s application. (c) In If Supplier for any reason anticipates that deliveries will not be made as required, it shall immediately give Buyer written notice setting forth the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons details and plan for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYScorrective action. Seller will Such data shall be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any delivery schedule or of any such rights or remedies. If delay or inability to perform arises from interruption of supply or scarcity of raw materials or parts used by Supplier, Buyer’s rights or remedies provided by law or orders shall be given priority in production scheduling to the Contractsame extent as Supplier’s other strategic partners. ZTE Kangxun Telecom Co. Ltd Copyright Reserved Page 8 of 35 Ver.2008-10 ZTE ZTE/Acacia Confidentialp (d) Once Products have passed Buyer’s Delivery Inspection, which will be promptly confirmed and publicized on the Buyer’s website, ownership and risk of Products shall be transferred to Buyer. (e) Goods fabricated All Products shall be packed by Supplier in excess suitable containers with sufficient protection together with proper and necessary marks during shipment and storage. The package shall be reasonably suitable to prevent Products from damages caused by moisture, vibration or in advance of Buyer's Purchase Order contamination. The marks shall include but not limited to shipping xxxx, Indicative Xxxx, Warning Xxxx. Supplier will be liable for any damages to the Products prior to delivery due to insufficient packaging or Blanket release are at Seller's risk unless otherwise authorized in writing improper marks by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releasesSupplier. (f) Seller Supplier is required to print Buyer’s barcode labels from Buyer’s e-business website and stick them to the minimum packages of delivered goods. Information on Supplier’s container labels will include, without limitation: Supplier name, Supplier P/N, Buyer P/N, PO number, production lot number, quantity, weight, carton number. Products delivered shall provide a response to an open order report issued by the Buyer at the frequency be attached with packing list and method determined by the Buyerthree copies of invoices. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract TIME IS OF THE ESSENCE IN THE DELIVERY OF ALL PRODUCTS AND SERVICES. Buyer’s schedules are based upon the delivery schedules dates shown on the face of an Order. Buyer may cancel any Order without penalty if delivery is not made by the date and quantities are a material condition of this Contract, and Seller’s failure to meet Contract time specified in the Order. No change in the scheduled delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller date will be responsible for the cost incurred by Buyer permitted, unless Xxxxx has otherwise agreed in writing to store and/or to ship the Goodssuch change. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any Buyer’s acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day Products after the Purchase Order Promise Date, and continue until and including the scheduled delivery date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as deemed to be a waiver by Buyer of any of Buyer’s rights with respect to such late delivery, nor shall it be deemed a waiver of Seller’s obligation to comply with future scheduled delivery dates and times. The Products shall be delivered in the quantities and on the dates or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance on expiry of the schedule periods specified in the Order to the place(s) named therein at the risk of the normal maturity after Seller, and under Seller’s insurance, but in no event shall the Products be shipped before the earliest shipping date specified for deliveryon the face of the Order. If Seller delivers Goods in advance Upon delivery of this Contract’s delivery schedules or blanket releasesthe Products, Buyer shall sign a Proof of Delivery (“POD”), it being understood that signing a POD only signifies that a shipment was received by Buyer or its agents and not be required that the Products have been accepted. Title to make the Products shall pass to the Buyer on the earlier of payment for by Buyer to Seller of the Goods sooner than Products or Xxxxx’s signing of the POD. Transfer of such title shall not in any way prejudice Xxxxx’s rights of rejection. If any or all of the Products are not delivered on averagethe date(s) specified in the Order, the second business day Buyer shall be entitled to accept or reject any such Products and return rejected Products at Seller’s risk and expense without prejudice to any other of the second month following this Contract’s delivery schedule or shipping releases due dateits rights. Buyer shall not also be required entitled to make payment for Goods which are delivered to Buyer in excess of recover from the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued any monies paid by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to in respect of such returned Products together with any inquiries made additional expenditure reasonably incurred by the Buyer within two (2) business days of the requestin obtaining other products in replacement.

Delivery. (a) Contract 5.1 Delivery takes place on agreed ICC INCOTERMS. If no INCOTERMS apply, delivery schedules and quantities are a material condition of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate understood to occur at the moment unloading has finished taking place at the location designated by Buyer. 5.2 Time of delivery of the Goods and of performance of the Services is of the essence and shall start to run from the Contract delivery schedule are subject to date of acceptance by the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including or the date on which the Product(s) Seller is delivered placed in possession of such information and drawings as may be necessary to Buyerenable him to start work on the Goods or the Services, not whichever may be the later. 5.3 Exceeding the completion deadlines for the execution of the Services or delivery dates of the Goods shall automatically result in the application of a penalty equal to exceed 201% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other total amount owed to Seller by Buyer. For of the avoidance Purchase Order per working day of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract capped at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing 10% of the reasons for total amount of the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYSPurchase Order. Seller will This penalty may not under any circumstances be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed considered as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's right to terminate the Purchase Order according to art.14.2 or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without to claim additional compensation for any loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined suffered by the Buyer. (g) 5.4 Delivery of Goods in instalments shall be permitted only with the consent of the Buyer and such permission, if given, shall not entitle the Seller to claim payment prior to completion of the Agreement unless the Buyer has agreed in writing. 5.5 If the Buyer is not able to accept delivery of the Goods or installation of the Goods when due, the Seller shall enter material delivery Promise Dates into be responsible for arranging suitable storage at suitable premises of the Oracle iSupplier systemGoods, 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. (h) 5.6 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. 5.7 Each delivery must be accompanied by details of the exact quantity and description of the Goods and/or the Services performed. Shipping documents stating the relevant Purchase Order number for each shipment must be sent by regular mail or email to the plant or office which issued the Purchase Order on the day on which the shipment is made, marked for the attention of the logistic/receiving office. Invoices stating the relevant Purchase Order number should be sent on .pdf form to XXxxxxxxxxXX@xxxxxx.xxx. 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 allnex premises, the original bill of lading must be furnished with the invoice(s). 5.8 Delivery is completed only if the agreed Goods or Services are delivered in their entirety in accordance with the Agreement at the location designated by Buyer. 5.9 The Seller shall respond provide Buyer a current material safety data sheet (“MSDS”) for each Good supplied to any inquiries made by Buyer under the Agreement on an annual basis or sooner in the event such document has been modified. 5.10 If the Seller is in the position of being able to supply some but not all of its customers, the Buyer within two (2) business days shall be given priority over all other of the requestSeller's customers.

Delivery. (a) Contract The lead-time for delivery schedules and quantities are a material condition of this ContractAgreement Products shall be mutually agreed to by the parties, and SellerEVOLUS shall attempt to minimize such lead-time as reasonably requested by DISTRIBUTOR, subject to Daewoong’s ability to produce Agreement Products and EVOLUS’ reasonable exercise of discretion to allocate inventory and production resources to meet other demands. EVOLUS will promptly notify DISTRIBUTOR of any circumstances for delay in delivery and EVOLUS will use commercially reasonable efforts to minimize such delay. At the request of DISTRIBUTOR, EVOLUS agrees to assume the burden of bearing all additional costs associated with premium freight for corrective action as a result of delays caused by events under the reasonable control of EVOLUS, including failure to meet Contract delivery schedules order materials in a timely fashion to accommodate required lead times. Partial deliveries may not be made without DISTRIBUTOR’s prior written approval. Unless otherwise specified in individual Purchase Orders, all Agreement Products sold by EVOLUS to DISTRIBUTOR hereunder will be delivered CIF (Incoterms 2010), named place: Toronto), or quantities shall any other place that may be considered a material breachmutually agreed upon by EVOLUS and the DISTRIBUTOR from time to time. Any shipments that deviate from the Contract delivery schedule are subject Except as provided below, DISTRIBUTOR will pay all freight, shipping, insurance, duties, forwarding and handling charges, taxes, storage and all other charges applicable to the Buyer's rejectionitems after they are delivered by EVOLUS to the named place. To minimize delays, and Seller will DISTRIBUTOR shall use the same delivery service as used by EVOLUS to deliver to the named place, provided, that if DISTRIBUTOR uses an alternative delivery service, DISTRIBUTOR shall be responsible for the cost incurred by Buyer all fees related to store and/or to ship the Goodsany additional paperwork, delivery charges or other fees. Once Xxxxx gives notice of the rejection of the Goods, the EVOLUS shall make all shipping arrangements and prepare all necessary documentation and declarations. DISTRIBUTOR shall assume all risk of loss and damage for the Agreement Products upon CIF delivery by EVOLUS, except to the Goods extent any such loss is with directly attributable to any act or omission on the Seller. Any acceptance part of deliveries late EVOLUS prior to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance DISTRIBUTOR shall be the importer of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment record for the Goods sooner than on average, the second business day all shipments of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releasesAgreement Products hereunder. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. The Supplier shall deliver the Goods in accordance with any delivery timescales, delivery dates and delivery instructions (ato include, without limitation, as to delivery location and delivery times) Contract delivery schedules set out in the Specification and quantities are Tender Response Document, a material condition of this ContractConsignment Request, and Seller’s failure to meet Contract delivery schedules or quantities a Purchase Order or as otherwise agreed with the Authority in writing. Delivery shall be considered completed when the Goods have been unloaded at the location specified by the Authority and such delivery has been received by a material breachduly authorised agent, employee or location representative of the Authority. The Authority shall procure that such duly authorised agent, employee or location representative of the Authority is at the delivery location at the agreed delivery date and times in order to accept such delivery. Any shipments that deviate from arrangement by which the Goods are collected by the Authority in return for a discount on the Contract Price shall be agreed by the Parties in writing (where due to an emergency such arrangements cannot be committed to writing prior to collection, the Parties shall confirm such arrangements in writing as soon as possible following collection). Where the Authority collects the Goods, collection is deemed delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship purposes of the Contract. The Supplier shall ensure that a delivery note shall accompany each delivery of the Goods. Once Xxxxx gives notice Such delivery note shall contain the information specified in the Specification and Tender Response Document or as otherwise agreed with the Authority in writing. Where such information requirements as to the content of delivery notes are not specified or separately agreed, such delivery notes shall, as a minimum, contain the Authority’s order number, the name and address of the rejection Authority, a description and quantity of the Goods, and shall show separately any extra agreed charges for containers and/or any other item not included in the risk Contract Price or, where no charge is made, whether the containers are required to be returned. Part deliveries and/or deliveries outside of loss and damage the agreed delivery times/dates may be refused unless the Authority has previously agreed in writing to accept such deliveries. Where delivery of the Goods is refused by the Authority in accordance with this Clause 2.4 of this Schedule 2, the Supplier shall be responsible for all risks, costs and expenses associated with the Seller. Any acceptance re-delivery of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery Goods in accordance with the Contract agreed delivery scheduletimes/dates. Where the Authority accepts delivery more than five (5) days before the agreed delivery date, Buyer will have the option Authority shall be entitled to charge the Supplier for the costs of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% insurance and storage of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than Goods until the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the agreed date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Unless otherwise set out in the Specification and Tender Response Document or agreed with the Authority in writing, the Supplier shall be responsible for carriage, insurance, transport, all relevant licences, all related costs, and all other costs associated with the delivery of the Goods in advance to the delivery location and unloading of the Goods at that location. Without limitation to the foregoing provision of this Contract’s delivery schedules Clause 2.5 of this Schedule 2, unless otherwise stated in the Specification and Tender Response Document or blanket releasesagreed with the Authority in writing, Buyer the Supplier shall not be required to make payment responsible for obtaining all export and import licences for the Goods sooner than on averageand shall be responsible for any delays to the delivery time due to such licences not being available when required. In the case of any Goods supplied from outside the United Kingdom, the second business day Supplier shall ensure that accurate information is provided to the Authority as to the country of origin of the second month following this Contract’s delivery schedule Goods and shall be liable to the Authority for any extra duties or shipping releases due datetaxes for which the Authority may be accountable should the country of origin prove to be different from that set out in the Specification and Tender Response Document. Buyer All third party carriers engaged to deliver the Goods shall not at no time be required to make payment for Goods which are delivered to Buyer in excess an agent of the quantities specified in this Contract’s delivery schedules or blanket releasesAuthority and accordingly the Supplier shall be liable to the Authority for the acts and omissions of all third party carriers engaged to deliver the Goods to the Authority. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract delivery schedules Delivery must be in strict compliance with the schedule contained in the Order. All goods to be delivered hereunder shall be packaged to insure safe arrival at their destination, to secure the best transportation means and to comply with the requirements of common carriers. Delivery shall be made by Seller at such times and places and of such goods and quantities are a material condition of this Contract, and Seller’s failure as may from time to meet Contract delivery schedules or quantities shall be considered a material breachtime he specified by Buyer. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make meet its schedule delivery in accordance with the Contract delivery scheduledates and Buyer elects to call for expedited shipments, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying pay the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided . Seller shall be responsible for any additional charges resulting from deviation from Xxxxx's routing instructions. If Seller fails to make delivery promptly and regularly as required hereunder, Xxxxx may, in addition to other remedies available at law, terminate the Order by giving notice to Seller. Title and risk of loss shall remain with Seller regarding any anticipated until goods are delivered to the F.O.B. point specified herein. Notwithstanding such delivery, Seller shall bear risk of loss or actual delay damage to goods purchased hereunder from the time that Xxxxx gives notice of rejection of goods pursuant to the inspection provision of these terms and conditions. If Seller encounters or anticipates difficulty in meeting the Contract delivery schedule is schedule, Seller shall immediately notify Buyer in writing, giving pertinent details, provided, however, that such data shall be informational only in character and shall not be construed as a waiver by Buyer of any delivery schedule or date or of Buyer’s any rights or remedies provided by law or the Contract. (e) Goods . Parts fabricated in excess of or in advance of BuyerXxxxx's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyerrisk. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods goods shipped in advance of the schedule of on the normal maturity after the date specified for delivery. If Seller delivers Goods in advance Buyer also reserves the right, without loss of this Contract’s delivery schedules or blanket releasesdiscount privileges, Buyer shall not be required to make payment for the Goods sooner than on averagepay invoices only after successful acceptance testing has been accomplished, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued when such test is performed by the Buyer at and is a requirement in the frequency Order. Xxxxx's order numbers and method determined symbols must be plainly marked on all invoices, packages, bills of lading shipping orders. For each shipment, shipping memos, packing lists and certification of compliance and/or assurance must accompany materials. Buyer's count or weight shall be final and conclusive on shipments not accompanied by the Buyerpacking lists. Material must be in accordance with Xxxxx's instructions. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract Time is of the essence for Supplier’s delivery, performance and all other obligations arising herein. Buyer has no obligation to accept any delivery schedules and quantities are a material condition of this Contract, and Seller’s failure to that does not meet Contract delivery schedules or quantities the scheduled Delivery Date. Supplier shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible liable for the cost all costs incurred by Buyer as a result of early or late deliveries, including expedited shipment or procurement of replacement Deliverables if Buyer so elects in its sole discretion. Supplier will provide immediate written notice to store and/or Buyer of any anticipated delay and the anticipated actual time for late delivery (hereinafter referred to ship as “Grace Period”- Grace period cannot be longer than eight (8) calendar days). The Parties further acknowledge and agree that the Goods. Once Xxxxx gives notice following liquidated damages are believed to represent a genuine estimate of the rejection loss that would be suffered by Buyer by reason of the Goods, the risk of loss any late deliveries (which losses would be difficult or impossible to calculate with certainty) and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, are neither intended as liquidated damages and not a penalty nor operate as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required entitled to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within assess two (2) business days percent of the requestpurchase price of the late delivered Deliverable for each full calendar day of late delivery starting on the day after the Delivery Date or Grace Period as liquidated damages. Notwithstanding the foregoing, unless Section 22. Force Majeure applies, if Supplier fails to properly deliver the Deliverables, Buyer, in its sole discretion, may do one or more of the following: (i) cancel the PO in whole or in part; (ii) return previously delivered Deliverables which were ordered in connection with the canceled PO and which are no longer needed; (iii) cancel any current PO(s) pursuant to which Buyer had ordered which was related to the canceled PO and which is no longer needed as a result of such cancellation; (iv) declare Supplier to be in default; (v) purchase replacement Deliverables from another source at Supplier’s sole cost and expense; or (vi) insist on compliance with the terms and conditions of this PO by Supplier. Unless otherwise agreed upon in writing between the parties, delivery of the Deliverables will be made pursuant to " FCA Supplier’s facility (Incoterms 2020)". Title to the Deliverables shall be transferred to Buyer upon delivery of the Deliverables to Buyer.

Delivery. (a) Contract delivery schedules 4.1 All Deliveries must take place at the agreed moment or within the agreed time schedule and quantities are a material condition of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit agreed price. Any liquidated damages assessed to Seller If and insofar as the Supply consists of goods, Delivery will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubttake place Carriage Paid including duties (DDP, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (cIncoterms 2020) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency address and method determined time indicated by the Buyer. (g) Seller shall enter material 4.2 All agreed delivery Promise Dates into times and other moments agreed between the Oracle iSupplier systemBuyer and the Supplier are considered to be strict deadlines. The mere exceeding of an agreed term means that the Supplier is in default with immediate effect, without such requiring a further notice of default. (h) Seller shall respond 4.3 In the event a penalty is imposed in connection with late or defective Delivery, such a penalty will never substitute any right to compensation on the part of the Buyer and the Buyer will remain fully entitled to claim specific performance, suspension and/or dissolution of the Agreement in question in addition to this penalty. 4.4 If it is impossible or the risk exists that it will be impossible for the Supplier to comply with its obligations in time, it will be obliged to notify the Buyer thereof immediately. 4.5 The Buyer will not accept partial Deliveries, unless this has been agreed in writing with the Supplier and without additional cost for the Buyer. 4.6 The Buyer will not accept Deliveries made early, unless this takes place with its prior, written approval. 4.7 In the event the Buyer is unable to accept the Supply or cooperate in the Delivery as a result of force majeure, including any inquiries made failure on the part of its purchasers, postponement of delivery to its purchasers and/or non-performance or cancellation of orders by its purchasers, the Supplier will be obliged to postpone the Delivery at the Buyer’s request, without additional costs for the Buyer, for a reasonable period to be determined by the Buyer, and, if and insofar as the Supply consists of goods, keep these properly packed, identifiable and separately stored and safe and insured. 4.8 If an acceptance test was agreed, receipt of the confirmation sent by the Buyer within two (2) business days to the Supplier as referred to in article 10.7 of these Purchase Conditions will apply as the requestmoment of Delivery.

Delivery. 1. The deadline for delivery and/or service specified in the order is binding. The delivery and/or service deadlines are understood to represent the receipt of the delivery at our works or at the delivery address (adelivery) Contract that we have named. 2. Early deliveries or partial deliveries may only be made with our written consent. We are entitled to refuse to accept goods that are not delivered according to the delivery schedules deadline specified in the order and quantities to return them to the supplier or store them with a third party at Supplier‘s expense and risk. 3. A delivery note, which must include our order number and order item, must be included with every delivery. 4. The consequences of incorrect or incomplete shipping documents, or shipping documents that are a material condition received late, are at Supplier‘s expense. 5. Transport insurance shall be arranged by Supplier at Supplier‘s expense. 6. As concerns the number of this Contractitems, weight and Seller’s failure dimensions, the values determined by us during goods receipt control shall be decisive, unless such quantities, weight and dimensions are proven to be otherwise. 7. If Supplier determines that Supplier shall not be able to meet Contract delivery schedules or quantities the agreed deadlines for any reason, Supplier must inform us thereof in writing without delay. The obligation to observe agreed deadlines remains unaffected thereby. 8. If Supplier is delayed regarding the delivery/service (hereinafter jointly referred to as „Delivery“), we shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject entitled to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer assert damages amounting to store and/or to ship the Goods. Once Xxxxx gives notice 0.2% per calendar day of the rejection delay — at the most, a total of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.55% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% value of the unit priceagreed Delivery. Any liquidated This shall also apply if we withdraw from the Agreement. Supplier shall fulfil our claim of such damages assessed arising from such delay up to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyerthe time of full payment. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual a delay in meeting the Contract delivery scheduleDelivery, Seller shall: (i) Promptly notify Buyer in writing we shall be entitled to claim compensation for damages instead of the reasons Delivery/service and demand withdrawal after expiration of an appropriate deadline. Should we demand compensation for damages, Supplier shall have the right to prove that Supplier is not responsible for the breach of duty. All legal claims in the event of delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurredremain unaffected thereby. (d) Any information provided 9. After a reasonable grace period set by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only us has expired, we may, additionally and shall not be construed as a waiver by Buyer regardless of any of Buyer’s other and/or further rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the rightthat we may have, without loss of discount privilegesassign services, which Supplier has failed to render, to pay invoices covering Goods shipped a third party at Supplier‘s expense. Should Supplier be in advance possession of the schedule of the normal maturity after the date specified any documents required for deliveryrendering such services, Supplier must submit them to us without delay. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued patent rights hinder Delivery by the Buyer at the frequency and method determined by the Buyerthird party, Supplier shall be obligated to provide an appropriate release of these rights without delay. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract delivery schedules and quantities are a material condition Unless otherwise agreed in writing, all deliveries of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities Products shall be considered a material breachmade Ex Works of Seller's factory in accordance with ICC's Incoterms (2000). Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk All risks of loss and or damage to the Goods is with Products shall pass from the Seller. Any acceptance of deliveries late Seller to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails Buyer when the Products are delivered to make delivery the Buyer in accordance with the Contract delivery schedule, agreed trade term as defined in ICC's Incoterms (2000). The Seller may make deliveries in installments which will be invoiced individually. The Buyer will have the option of terminating this Contract make payment in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% clause 4 of these Standard Terms and Conditions. Times specified for delivery of the unit price per dayProducts are given and intended as estimates only unless otherwise agreed in writing. Where a firm time for delivery has been expressly agreed upon, as liquidated no delivery shall be considered overdue until the Buyer has made a written request for delivery and given the Seller a reasonable opportunity to comply therewith. The Buyer shall have the right to cancel the Contract by serving written notice to the Seller if the Seller is unable due to circumstances for which it is fully responsible to comply with the extended or postponed delivery time and the Buyer has stated in writing when agreeing to the new delivery time that it will refuse to take delivery if the new delivery date is not met. In no event shall the Seller be liable for indirect, special, consequential or punitive damages and not as a penalty. Any such liquidated damages shall start no sooner than arising out of or in connection with the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% late delivery of the unit priceProducts. Any liquidated damages assessed to The Buyer shall inspect or have inspected the Products delivered and shall notify the Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of any discrepancy regarding the reasons for quantity, specification or quality of the delay Products to the order within fourteen (14) days of receipt of the Products. Once this time period has elapsed, the Buyer shall be deemed to have accepted the Products. The Seller shall replace incorrect Products and deliver additional Products to meet the ordered quantity and the actions being taken Buyer shall have no claim to overcome or minimize the delay; (ii) Provide compensation whatsoever. The Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as return any Products without the prior written permission of the Supplier. Submitting a waiver by claim shall at no time release the Buyer of any of Buyer’s rights or remedies provided by law or from its obligations under the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (aAs stated above, all bids for merchandise delivered via Vendor truck or common carrier are to be shown on the bid two ways 1) Contract as FOB destination, freight prepaid, loaded, inside and 2) as FOB destination freight collect, unloaded inside. When delivery schedules is made using a Vendor truck, Bidders shall include a delivery charge or freight allowance for the collect option, to be invoiced to the Authority as a separate charge. The Authority will have the sole discretion to determine which method it prefers. The Authority may accept the delivery charge or allowance, or arrange its own transportation on a delivery by delivery basis as requested by the Authority and quantities are a material condition deduct the allowance from the invoice. Time of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered between the hours 8 A.M. and 3 P.M. Monday through Friday, unless otherwise indicated. All deliveries must be scheduled with Authority personnel at least forty-eight (48) hours in advance. Merchandise may be returned if prior arrangements are not made with the delivery location(s). All warehouse-merchandise must be shrink-wrapped with clear plastic and palletized on non- returnable pallets. Delivery truck trailer length cannot exceed 45 feet in length. The Authority will not accept an overage in any amount, but will accept partial shipments with the option to cancel the balance of the order at the Authority's discretion. In case of partial shipments, Vendors are required to indicate on both the packing slip and the invoice that this is a material breach"Partial Shipment" and must indicate that "Balance Back Ordered." Payment will be made, only for items actually delivered and accepted by the Authority. Any shipments The Vendor shall ensure that deviate from the Contract each delivery schedule are subject made to the Buyer's rejection, Authority is pursuant to and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract quantity specified, project specification and to the correct delivery schedulepoint as printed below. In addition to and not in limitation of any rights the Authority may have against the Vendor, Buyer will have the option Authority may adjust the total amount of terminating this Contract in accordance any invoice where inside delivery was specified but was not performed by the Vendor or their delivery agent. The Vendor is responsible for any and all duplicate deliveries and/or over-shipments. The Authority may not pay for any duplication of deliveries and/or over-shipments. Vendors shipping merchandise via parcel or common carrier are to provide the Authority with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% a tracking number upon shipment of the unit price per day, as liquidated damages merchandise. This information is to be forwarded via e-mail to the address indicated on the PO or BOA release. Vendors must identify on all shipments and not as a penaltyinvoices their Purchase Order number or release number for proper receipt and payments. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited deviation from Seller’s account and these requests may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual cause delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing payment of the reasons invoices. The "Deliver to/Ship to" address for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYSthis contract is: CALL SUPERINTENDENT OR DEPT. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.MANAGER United States

Delivery. 8.1 Ypsomed shall deliver the number of Component Sets set out in the relevant Purchase Order by the Delivery Date (a) Contract “Delivery”), provided that over-delivery schedules and quantities are a material condition or under-delivery of this Contract, and Seller’s failure up to meet Contract delivery schedules or quantities [***] of the ordered amount shall be considered allowed. Component Sets shall be delivered to AMAG FCA Ypsomed's manufacturing facility indicated in the Quality Agreement (Incoterms 2010) and title shall pass upon Delivery at such facility. 8.2 Ypsomed shall notify AMAG of any expected delay in Delivery and will make commercially reasonable efforts to effect Delivery as quickly as possible. The Parties shall, if requested by AMAG, renegotiate the date(s) of Delivery of all placed Purchase Orders following a material breachdelayed Delivery. Any shipments Ypsomed may, upon AMAG’s prior written consent, make partial deliveries to maintain continuous supply. In case Ypsomed anticipates that deviate from it may not be able or is unable to Deliver all Components Sets by more than [***] after the Contract delivery schedule are subject Delivery Date set forth in a Purchase Order, Ypsomed shall notify AMAG in writing immediately and provide an explanation thereof. Ypsomed shall discuss with AMAG potential remedies and propose as soon as reasonably possible a mitigation plan to AMAG’s reasonable satisfaction, which will include concrete measures in line with Ypsomed’s business continuity plan, such as the Buyer's rejectionintroduction or increase of shift work, an internal second source option, or safety stock provisions; as well as any other measures in order to provide a fast and Seller secure recovery of the supply of Component Sets. Notwithstanding the foregoing, if Ypsomed is or will be responsible unable for the cost incurred by Buyer any reason to store and/or to ship the Goods. Once Xxxxx gives notice deliver all Component Sets within [***] of the rejection of Delivery Date in the Goodsrespective Purchase Order, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract delivery schedulethen AMAG may, Buyer will have the option of terminating this Contract in accordance with ¶ 19at its sole discretion, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer cancel such Purchase Order without penalty to AMAG and the number of Component Sets in writing of such cancelled Purchase Order shall be counted toward the reasons Annual Minimum Quantity for the delay and calendar year in which the actions being taken to overcome cancelled Purchase Order was submitted, or minimize the delay; (ii) Provide Buyer with accept Delivery of the Component Sets on a written recovery schedule; anddelivery date mutually agreed to by the Parties. (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay 8.3 Ypsomed will convey good title to the maximum extent possibleComponent Sets to AMAG on the date of Delivery, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified free and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer clear of any of Buyer’s rights lien or remedies provided by law or the Contractencumbrance. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. 8.1 Products ordered pursuant to this Agreement shall be shipped by Supplier FCA from the Proximity Warehouse to be received by Nortel by the Committed Delivery Date. No partial shipment shall be made without Nortel's prior consent. 8.2 Supplier shall package the Products in accordance with the packing and external marking practices agreed upon by Nortel and Supplier which shall comply with any criteria set forth in the Specifications. 8.3 Supplier shall xxxx each Product with Supplier's model number and where practical, the description of the Product and its revision level. 8.4 In the event Supplier, for any reason whatsoever, fails to deliver Products to meet a Committed Delivery Date and such failure results in a disruption to Nortel's manufacturing or delivery routines, unless such failure is attributable to force majeure or any wrongful act or omission of NNL, Nortel Subsidiary or Nortel Affiliate, NNL may, by written notice to Supplier, at its option: (a) Contract delivery schedules cancel the affected quantity of Products in such Purchase Order or Release (without incurring any liability to purchase from Supplier such quantity or affecting its other remedies under this Agreement) and quantities are a material condition reduce the relevant Target Product Total Stock (as set out in Section 7.1) by an amount not greater than the affected quantity of this ContractProducts, and Seller’s failure to meet Contract delivery schedules Nortel may thereafter purchase the affected quantity of Products (or quantities shall be considered a material breach. Any shipments that deviate equivalent products) from the Contract delivery schedule are subject to the Buyerthird parties and such purchases will count toward Nortel's rejectionShare Allocation, Target Allocations and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights.Minimum Commitments; or (b) If Seller fails allow Supplier to make delivery in accordance with the Contract delivery schedule, Buyer will have the option partial and/or late shipment of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, some or assessing 0.5% all of the unit price per dayaffected quantity of Products, as liquidated damages in which case Nortel will pay for Product actually shipped. Nortel may, without liability, reschedule the Committed Delivery Date for Products provided such rescheduled Committed Delivery Date shall not exceed thirty (30) Business Days from the date the Products were originally scheduled to be delivered, and such rescheduling shall not as prejudice Nortel's obligations pursuant to Section 7.1 for such Products. 8.5 Supplier will notify Nortel of any anticipated delay in meeting a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Committed Delivery Date specified in any Purchase Order Promise Date, or Release and continue until and including shall reasonably co-operate with Nortel in the date on which the Product(s) is delivered implementation by Supplier of any appropriate action or workaround plans with a view to Buyer, not enable Nortel to exceed 20% satisfy its customers' requirements. Upon receiving notification of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for anticipated delay, but Nortel may, by written notice to Supplier, at its option: (a) permit Supplier to make a partial shipment of Products; (b) permit Supplier to substitute products acceptable to Nortel until the Products are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract.delivered; or (c) permit Supplier to implement a workaround plan acceptable to Nortel and Nortel's customers. 8.6 In the event of any anticipated or actual a delay in meeting delivery is attributable to force majeure, and such delay lasts more than thirty (30) days, the Contract Parties shall make a joint effort to find a solution; provided, however, that, in the event any delay attributable to force majeure extends for a period such that Nortel's manufacturing or delivery scheduleroutines are materially adversely affected, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and Nortel shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves have the right, without loss of discount privilegesobligation or liability, to pay invoices covering Goods shipped in advance cancel any Release or Purchase Order affected by such delay. 8.7 Regardless of the schedule of Committed Delivery Dates, it is the normal maturity after Parties intent that Supplier's delivery performance will be measured against its ability to meet customer requested dates ("CRD"), among other metrics. CRD is defined as the date specified Nortel or Nortel Affiliates request that the Product be delivered. These requests for deliveryProducts will include all forecasted demand plus Flex as determined pursuant to Section 7.1.6. If Seller delivers Goods For greater certainty, Supplier will not, in advance any way, be in default of this Contract’s delivery schedules or blanket releases, Buyer shall Agreement if it does not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releasesmeet any CRD. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. 4.1 Each delivery of the Products shall be accompanied by a Certificate of Compliance or such other forms as prescribed by the Buyer and a delivery note containing the Buyer's purchase order number, the part number, quantity of Products delivered and drawing (aif any). 4.2 For overseas Vendors, the Vendor’s invoice, packing list, Bill of Lading or Air Way Bill shall be faxed or sent by electronic means to the Buyer prior to delivery of the Products, with the original copies mailed to the Buyer within one (1) Contract delivery schedules week thereafter. 4.3 The Vendor shall ensure there is proper and quantities are a material condition of this Contractrobust packaging to protect the Products against damage from transportation, handling, and/or storage, and Seller’s failure shall comply with all applicable laws, enactments, orders, regulations and other instruments relating to meet Contract the manufacture, packing, packaging, marking, storage, handling, and delivery schedules or quantities of the Product. Unless otherwise agreed in writing by the Buyer, all packaging costs shall be considered a material breachborne by the Vendor. Any shipments The Vendor shall ensure that deviate from pallets, if used in any delivery, shall conform to such size specifications stipulated by the Contract delivery schedule are subject Buyer, failing which the Products may not be accepted. 4.4 The Vendor shall deliver the Product to the Buyer's rejection, and Seller will warehouse or such other address as may be responsible for indicated in the cost incurred by Buyer “Ship to store and/or to ship the Goods. Once Xxxxx gives notice Address” section of the rejection Buyer's purchase order. The Vendor shall ensure and procure its delivery personnel abide by the Buyer's health, safety and security policies during delivery of the GoodsProducts. 4.5 Unless specified by the Buyer, the risk of loss and damage to the Goods is with the Seller. Any acceptance of Buyer will accept deliveries late to the Contract delivery schedule will not waive Buyer's rightsduring its warehouse operating hours. (b) If Seller fails to make delivery 4.6 The Vendor shall deliver the Products in accordance with the Contract delivery schedule, Buyer will have instructions in the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penaltypurchase order. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of the Vendor delivers any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer Products in excess of the quantities quantity stated in the purchase order, the Buyer shall be entitled to reject delivery of the excess and return such excess to the Vendor at the Vendor's risk and expenses. 4.7 In the event the Vendor for any reason anticipates any difficulty in complying with the required delivery date or in meeting any other requirements of the purchase order, the Vendor shall promptly notify the Buyer of the reason of such situation and propose a revised delivery schedule in writing, such delivery shall be by the fastest delivery means available (including premium air shipment) at the Vendor's cost. 4.8 If the Vendor fails to complete the supply of Products by the date(s) specified in the purchase order, the Buyer shall have the right to cancel all or any part of such Products from the purchase order without compensation to the Vendor and to obtain the same (including similar or equivalent Products in the case where the exact Products are not available) from other sources and all increased costs incurred shall be deducted from any moneys due or to become due to the Vendor under this Contract’s delivery schedules Agreement or blanket releasesshall be recoverable as damages. (f4.9 Time shall be of the essence in this Agreement and the Vendor shall supply the Products within the timelines/deadlines set out in the purchase order(s) Seller shall provide a response to an open order report issued by or as otherwise agreed in writing between the Buyer at and the frequency and method determined by the BuyerVendor. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. 8.1 The Contractor shall deliver the Products EXW, FCA or DAP (aIncoterms 2010) Contract delivery schedules at the Contractor’s premises in accordance with this LTA and with the quantities are a material condition of this Contractand other instructions as specified in the Purchase Orders (for shipping instructions, and Seller’s failure refer to meet Contract delivery schedules or quantities shall be considered a material breachArt. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods9). Once Xxxxx gives notice of the rejection of the Goods, the risk All risks of loss and or damage to the Goods is Products shall remain with the Seller. Any acceptance of deliveries late to the Contract Contractor until delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery takes place in accordance with the Contract delivery schedule, Buyer will have LTA. The Contractor shall load the option Products onto the first carrier (truck) collecting the Products at the Contractor’s premises. 8.2 Delivery shall not exceed the number of terminating this Contract days specified for each item in the respective Purchase Order in accordance with ¶ 19the terms of this LTA and the Contractor acknowledges that production lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, TERMINATION FOR DEFAULTincluding the manufacturing period, until the Products are available for dispatch from the Contractor’s premises. 8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or assessing 0.5representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non-conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products. 8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Consignment Inspection and Sampling Agency (CSI), does not involve the operational and functional status of the Products. 8.5 The Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) XXX shall be entitled to give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within the agreed and specified time frame. 8.6 In the event that the Contractor is not able to ensure delivery by the dates confirmed in the Purchase Order, XXX shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional inspection cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs. 8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by XXX or the consignee, XXX can claim liquidated damages from the Contractor and deduct 0.2% of the unit price value of the Products pursuant to a Purchase Order per dayadditional day of delay, as liquidated damages and not as up to a penaltymaximum of 10% of the value of the Purchase Order. Any The payment or deduction of such liquidated damages shall start no sooner than not relieve the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited Contractor from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights its other obligations or remedies provided by law liabilities pursuant to this LTA or the Contracta Purchase Order. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. Delivery of all Contract items shall be made in accordance with Appendix B, § 45, Product Delivery and § 47, Contractor must offer (a) Contract delivery schedules and quantities are a material condition of this Contractdock delivery, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) inside delivery, and (c) inside delivery to desk/bench top at no additional charge. Inside delivery and inside delivery to desk/bench will be made only when the delivery is a) feasible, b) the delivery location is mutually agreed upon by the Authorized User’s Agency and Contractor and c) inside delivery can be pre-arranged. There shall be no charges for delivery except in the instance of special handling as noted in the paragraph below. Delivery shall be made in accordance with instructions on the Purchase Order from each Authorized User. Orders shall be delivered within three (3) Business Days from the time of receipt of order, except in the instances where the items being ordered require special handling. If Seller fails 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.) Delivery for items requiring special handling may be charged to Authorized Users. Orders shall be received in accordance with § 2.15, Ordering. Special Delivery shall be expressed in number of calendar days required to make delivery in accordance with after receipt of a purchase order. Delivery shall be the Contract most economical method for the proper delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penaltyproduct unless special instructions are stated on the order by the Authorized User. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% Authorized User must be informed of the unit priceadditional cost prior to delivery and agree in writing to the additional charge. Any liquidated damages assessed to Seller will Shipping costs must be debited from Seller’s account prepaid by the vendor and may be set off against added to the invoice with a copy of the freight xxxx. 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 hazardous 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 other amount owed event, delivery shall be the most economical method and the Authorized User must be informed of the additional cost prior to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer and agree in writing to the additional charge. Expedited, overnight delivery air service when standard delivery service is available and the item(s) could be delivered within (3) Business Days from the time of receipt of order will only be allowable and charged to the Authorized Users when such delivery is requested by the Authorized User. The Authorized User must be informed of the reasons for the delay additional cost prior to delivery and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay agree in writing to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.additional charge

Delivery. (a) Contract The timely delivery schedules and quantities of the product purchased hereby and/or the timely completions of the services to be provided by Contractor/Seller hereunder are deemed to be a material condition aspect of this Contract, Agreement. Said completion shall be subject to the specific terms and conditions as set forth in this Agreement. DEFAULTS/DELAYS: Time is of the essence in securing delivery of this order. Seller will give prompt notice of any anticipated delay in delivery under this order. Upon Seller’s failure or refusal to meet Contract delivery schedules deliver the goods within the time specified in the order, or quantities shall be considered in any written authorization of the Buyer issued hereunder, or extensions thereof except when such failure is caused by an “excusable delay”, as hereafter defined, the Buyer may, at its option, and by a material breach. Any shipments that deviate from the Contract delivery schedule are subject notice in writing, terminate without charge to the Buyer's rejectionBuyer the right of the Seller to proceed with its delivery of the goods still to be delivered, or such parts thereof, as to which there has been a delay. In such event, Buyer shall have and possess all of the remedies provided by law for the Seller’s breach of this contract and not by way of limitation, shall have the right to complete or arrange for the completion of the order and the Seller will shall be responsible for the cost all costs incurred by the Buyer to store and/or to ship the Goodsin securing such completion. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any The acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating goods and services under this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and order shall not be construed as a waiver by Buyer of any of Buyer’s rights to any damages occasioned it by such late delivery. The term “excusable delay” includes (except with respect to default of Seller’s subcontractors) any preference priority allocation, rule or remedies provided regulation hereafter issued by law or other acts of any governmental authority or agency, fire, windstorm, floods, high water, and unusually severe weather or other acts of God, but in every case the Contract. (e) Goods fabricated in excess failure to perform must be beyond the control and with the fault or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance negligence of the schedule Seller, and not be entitled to any damages or compensation therefore, but shall receive an extension of time for delivery equal to the length of the normal maturity after excusable delay provided the date specified for deliverySeller shall have given notice to the Buyer of the cause of the delay within 10 days of the beginning of such delay, and when extent of the delay is known, the Seller shall have notified the Buyer whether or not such delay will effect the delivery date(s) and the expected new delivery date. If the failure to perform is caused by the default of a subcontractor, and if such default arises out of an “excusable delay” as herein defined, which was beyond the control of both the Seller delivers Goods in advance and subcontractor and without the fault or negligence of this Contract’s delivery schedules or blanket releaseseither of them, Buyer Seller shall not be required to make payment liable for the Goods sooner than on average, the second business day any excess costs of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess failure of the quantities specified in this Contract’s delivery schedules Seller to perform unless the products or blanket releases. (f) Seller shall provide a response services to an open order report issued be furnished by the Buyer at subcontractor were obtained from other sources in sufficient time to permit Seller to meet the frequency and method determined by the Buyerrequired delivery schedule. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract delivery schedules and quantities are a material condition Unless otherwise agreed in writing, all deliveries of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities Products shall be considered a material breachmade Ex Works of PLI's factory in accordance with ICC's Incoterms (2000). Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk All risks of loss and or damage to the Goods is with the Seller. Any acceptance of deliveries late Products shall pass from PLI to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails Buyer when the Products are delivered to make delivery the Buyer in accordance with the Contract delivery scheduleagreed trade term as defined in ICC's Incoterms (2000). PLI may make deliveries in installments, which will be invoiced individually. The Buyer will have the option of terminating this Contract make payment in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% clause 4 of these Standard Terms and Conditions. Times specified for delivery of the unit price per dayProducts are given and intended as estimates only unless otherwise agreed in writing. Where a firm time for delivery has been expressly agreed upon, as liquidated damages no delivery shall be considered overdue until the Buyer has made a written request for delivery and given PLI a reasonable opportunity to comply therewith. If PLI fails to deliver the Products on or before the extended or postponed delivery time due to circumstances for which it is fully responsible and Buyer has stated in writing when agreeing to the new delivery time that it will refuse to take delivery if the new delivery date is not as a penalty. Any such liquidated damages met, Buyer shall start no sooner than have the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered right to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting cancel the Contract delivery schedule, Seller shall: (i) Promptly by serving written notice to PLI. The Buyer shall inspect or have inspected the Products delivered and shall notify Buyer PLI in writing of any nonconformance regarding the reasons for quantity, specification or quality of the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay Products to the maximum extent possibleorder within fourteen (14) days of receipt of the Products. If Buyer does not report a nonconformance with the 14-day period the Buyer shall be deemed to have accepted the Products. During the 14-day period, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of at Buyer’s rights request, PLI will repair or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyerreplace nonconforming Products. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, The Buyer shall not be required to make payment for return any Products without the Goods sooner than on average, the second business day prior written permission of the second month following this Contract’s delivery schedule or shipping releases due datePLI. Buyer Submitting a claim shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by at no time release the Buyer at from its obligations under the frequency and method determined by the BuyerContract. PLI’S OBLIGATION TO REPAIR OR REPLACE NONCONFORMING PRODUCTS IS BUYER’S SOLE REMEDY FOR NONCONFORMANCE. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract delivery schedules and quantities are a material condition of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities shall a. Time will not be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating essence under this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) b. Unless stated otherwise in PROK’s quotation, all Goods fabricated are supplied ex-works at the place of manufacture and delivery to a carrier's vehicle, including loading, shall constitute delivery by PROK to the Purchaser. No allowance has been made in excess the Price for transport, insurance or unloading costs. Where the Purchaser requests delivery other than ex- works PROK, at its sole discretion, may agree to act as agent for the Purchaser to effect such deliveryand all costs of carriage and insurance in advance relation thereto will be to the Purchaser's account. In any event the Purchaser shall ensure provision of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reasonable access to the point of delivery and for off-loading and/or handling without delay. x. XXXX reserves the right, without loss in its sole discretion to make partial deliveries of discount privilegesany Goods and to invoice such partial deliveries separately to the Purchaser in accordance with clause 6 of these Terms and Conditions. d. Unless otherwise expressly agreed in writing by PROK, all delivery dates provided by PROK are approximate only and although every reasonable effort will be made by PROK to deliver Goods by the estimated delivery date, any failure by PROK to deliver the Goods by any particular date will not entitle the Purchaser to cancel the Contract or void any of these terms of this Contract or entitle the Purchaser to claim any compensation whatsoever (including liquidated or unliquidated damages) from PROK for late delivery. e. Where PROK agrees in writing to guarantee a delivery date, PROK will not be liable for failure to fulfil or for delays in delivering the Goods where delivery is prevented, delayed or hindered by a force majeure event, any act or omission or direction of the Purchaser, the Purchaser’s employees, agents or contractors or where PROK is delayed by any other cause beyond PROK’s reasonable control. f. All delivery dates are dependent upon the timely receipt of the Purchaser’s written order, all necessary particulars or details required for production and payment of any progress claims strictly in accordance with this Contract. g. If after a period of 14 days from the date PROK notifies the Purchaser that Goods are ready for delivery and delivery of such Goods is delayed for any reason beyond PROK’s reasonable control PROK shall be entitled, at its sole discretion, to arrange for suitable storage of such Goods at its premises or elsewhere and PROK shall take reasonable measures to protect the Purchaser's interest in such Goods. To then extent permitted by law, the Purchaser shall pay invoices covering Goods shipped in advance all reasonable costs of such storage together with all reasonable costs of insurance, demurrage, handling and other contingent charges as a result of the schedule storage and delivery of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releasesGoods. (f) Seller shall provide a response h. In addition to an open order report issued by the Buyer at the frequency and method determined by the Buyer. sub clause (g) Seller shall enter material above, if Goods are in whole or in part ready for delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made and if delivery of such Goods is delayed by reason of instructions given, or lack of instructions by the Buyer within two (2) business days Purchaser, or any other delay outside of the requestPROK’s reasonable control, then PROK shall be entitled to invoice and payment for those Goods in accordance with clause 6(d).

Delivery. (a) Contract Unless stated to the contrary under the Special Conditions, delivery schedules and quantities are a material condition of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities all Equipment shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with Ex Works (EXW) Incoterm 2010 rule to the Contract place of delivery scheduleas the supplier’s premises. If at any time Supplier is unable to deliver the Equipment as required, Buyer will the Supplier shall immediately notify the Renter, and in any event, not later than seven (7) days upon the Supplier become aware (or should have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% been aware) of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% occurrence of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For event causing the avoidance delay together with full details of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for causing the delay and the actions being to be taken to overcome or minimize delay and, where delay cannot be avoided, to inform the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested Renter of the earliest revised delivery date. The Supplier shall at its own costs take all actions necessary to remedy any delay which would prevent the delivery of the equipment by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYSdate specified on the Rental Order. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and The Supplier shall not be construed entitled to claim any additional costs unless the delay is due to a default of the Renter. In the event that the revised delivery date is not acceptable to the Renter, the Renter shall have the right to terminate this Rental Order and recover from the Renter all losses and expenses sustained by the Renter as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance result of the schedule delay. Time of delivery of the normal maturity after specified Equipment shall be of the date specified for deliveryessence. The Renter's acceptance or use of the Equipment does not constitute the Renter's acknowledgment that the Equipment is in good mechanical condition. In the event that the Equipment does not function as described in this Agreement, the Supplier shall promptly service the Equipment so that it functions as described in this Agreement in a reasonable timeframe acceptable to the Renter. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall the Equipment cannot be required serviced so as to make payment for the Goods sooner than on averagefunction as described in this Agreement, the second business day Supplier will replace the Equipment within 24 hours, unless other arrangements acceptable to the Renter are made. Loading and offloading of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer Equipment at the Supplier site shall not be required to make payment for Goods which are delivered to Buyer in excess the responsibility of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by Supplier. Loading and offloading of the Buyer Equipment at the frequency and method determined by project site shall be the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days responsibility of the requestRenter.

Delivery. (a) Contract delivery schedules All Inventory and quantities are a material condition of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities Additional Inventory purchased hereunder shall be considered held by the Company, on ZGNA's behalf, at such warehouses as the Company shall reasonably determine. In the event the Merger Agreement is terminated, the Company shall, at the Company's election, either repurchase all or a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice portion of the rejection Inventory and the Additional Inventory within 45 days of such termination or within 45 days of such termination deliver all Inventory and Additional Inventory sold hereunder to such warehouses or plants in the GoodsUnited States as ZGNA shall request in writing. The cost of shipment (including insurance), duties and fees, if any, shall be borne by the risk of loss and damage to Company. In no event shall the Goods is Company charge or assess ZGNA for any costs or expenses associated with the Seller. Any acceptance storage of deliveries late to the Contract delivery schedule will not waive Buyer's rightsany Inventory or Additional Inventory purchased hereunder. (b) If Seller fails The Company shall use commercially reasonable efforts to make delivery in accordance with protect the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages Inventory and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by BuyerAdditional Inventory purchased hereunder. For purposes of this clause, "commercially reasonable efforts" shall mean the avoidance of doubt, liquidated damages same efforts the Company uses to protect inventory owned or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contractused by it. (c) In the event of any anticipated or actual delay The Company shall segregate all Inventory and Additional Inventory purchased hereunder in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing order to avoid commingling with inventory owned by the Company. The Company will secure the Inventory (other than work-in-process inventory) and Additional Inventory purchased hereunder in a separate and locked room with the keys to such room delivered to ZGNA or, if such a separate room is not reasonably available, in a chain linked fenced area or minimize delay other similarly secure area with signage to the maximum extent possible, unless Seller effect that such inventory is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying owned by ZGNA and is being held by the difference between the method of shipping specified and the actual air or expedited rate incurredCompany on ZGNA's behalf. (d) Any information provided by Seller regarding The Company will not make any anticipated representation to any person to the effect that it owns or actual delay has any right, title or interest in meeting and to the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law Inventory or the ContractAdditional Inventory (other than the repurchase rights set forth in Section 5(c) hereof). Without limiting the generality of the foregoing, no Inventory or Additional Inventory shall be included in any "borrowing base" or similar certificate delivered to any lender to the Company. All Inventory and Additional Inventory purchased hereunder shall be delivered by the Company free and clear of all security interests, encumbrances or liens ("Liens"), including any Liens of The First National Bank of Boston. (e) Goods fabricated The Company shall, at its sole cost and expense, promptly convert all work-in-process inventory included within the Inventory to finished goods inventory. Promptly following such conversion, such finished goods inventory shall be secured as provided in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releasesSection 4(c) hereof. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. 3.1 The Purchaser agrees that the signature of any employee and/or representative of the Purchaser on the Company's official delivery note/invoice/waybill or the delivery note of any authorised independent carrier at any address nominated by the Purchaser, (anotwithstanding that it might be incorrect on the delivery note or invoice/waybill) Contract delivery schedules and quantities are a material condition of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from prima facie proof of proper delivery of the Contract delivery schedule are subject Goods to the Buyer's rejection, Purchaser. 3.2 Upon the issuing of delivery note each delivery note shall constitute a separate contract between the Company and Seller will be responsible for the cost incurred Purchaser governed by Buyer these Terms. 3.3 Should the Purchaser in checking the Goods note a discrepancy between the delivered quantity and that of the delivery note the Purchaser must note such difference on the delivery note and draw such note to store and/or to ship the attention of the person delivering the Goods. Once Xxxxx gives notice In the event of the rejection Purchaser failing for any reason whatsoever to sign the delivery note or to make note of any discrepancies as aforesaid, the Company shall not be liable in respect of claims arising out of any discrepancies between the quantity invoiced and the quantity delivered. 3.4 The risk in and to any goods purchased from the Company shall pass to and vest in the Purchaser immediately upon delivery to the Purchaser or to the address nominated by the Purchaser. Should the Purchaser instruct the Company to engage a carrier to transport the Goods, the risk Company shall engage such carrier on any terms and conditions as it deems fit. The Purchaser indemnifies and keeps the Company indemnified against all losses, claims, expenses incurred in connection with any dispute or litigation concerning or compromise arising out of loss and damage or in relation to any claims made against the Company by such a carrier so engaged. In such case liability for the Goods passes to the Purchaser at the time the goods are made available for collection or transportation at the Company’s premises. 3.5 All Goods must be inspected by the Purchaser on delivery. 3.6 In accordance with these Terms in general, no claim against the Company in respect of an alleged defect will be considered unless the Company is with notified by the SellerPurchaser in writing within 5 (five) days after delivery of the Goods. 3.7 The Company will be allowed reasonable opportunity and facilities to investigate any claims. Any acceptance of deliveries late The Purchaser shall, if so requested by the Company, promptly return any Goods which are subject to a claim plus any packaging materials. These must be securely packed and carriage paid to the Contract delivery schedule will not waive Buyer's rightsCompany for examination. 3.8 The Purchaser further acknowledges that unless it notifies the Company within 5 (bfive) If Seller fails to make days of delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of any defect, the reasons for Purchaser acknowledges that the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided Goods were delivered in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurredgood condition. (d) Any information provided by Seller regarding 3.9 The Company will endeavour to deliver the Goods and Services timeously, but any anticipated or actual delay in meeting the Contract delivery schedule date is informational approximate only and time shall not be construed of the essence in any agreement. The Company shall have no liability as a waiver result of failure by Buyer of it to comply with any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer The Purchaser accordingly indemnifies and holds the Company harmless in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond relation to any inquiries made by the Buyer within two (2) business days of the requestdelayed or non-delivery.

Delivery. (a) Contract delivery schedules 7.1 Except as otherwise expressly agreed by the Parties, Mission shall deliver all Cargos of Products to VMSC on a CIF basis. Mission shall arrange and quantities are a material condition of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible pay for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice transportation of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by BuyerProducts sold hereunder. For the avoidance of doubt, liquidated damages or termination Mission shall pay all Shipping and Transport Costs which are to be covered within the agreed-upon remedies for delay, but are without limitation Pricing Formula per Section 5, 7.2 JME and CJO shall be delivered as to other remedies available to Buyer under the contract at law or equity for other breaches of contractseparately identified Cargos. (c) In 7.3 VMSC shall exercise reasonable diligence to provide a safe, deepwater, readily accessible berth at the event of any anticipated or actual delay in meeting the Contract delivery scheduleDelivery Port; provided, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyerhowever, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, that Buyer shall not be required deemed to make payment have warranted the safety of any such berth or terminal and shall be under no liability in respect thereof, except for loss or damage caused by the Goods sooner than on averageterminal operator’s failure to exercise reasonable care as herein provided and which could not have been avoided by the exercise of due care by one or more of the owner, operator, master, officers and crew of the Vessel, the second business day of the second month following this ContractVessel’s delivery schedule agent or shipping releases due dateSeller. Buyer shall not be required deemed to make payment for Goods which are delivered warrant the safety of any channel, fairway, anchorage, or other waterway used in approaching or departing from the Delivery Port designated by Buyer. 7.4 VMSC shall designate the appropriate Delivery Port in the Delivery Schedule. VMSC may change the Delivery Port specified in its sole discretion by providing Seller notice of change prior to the transfer of title to the Products. The Buyer will bear all associated costs of any such change in excess the Delivery Port following the issuance of the quantities specified Confirmation or Confirmation Acknowledgement and such costs shall be reflected in the Final Invoice. 7.5 Product shall be discharged at the Delivery Port at a berth suitable for the discharge of the Product or if practicable and mutually agreed by the Parties and provided the Vessel is willing to and can safely berth, at Buyer’s own or appointed premises within the harbour limits. 7.6 All applicable governmental, local and port authority rules and regulations, and terminal rules and regulations in force at the Delivery Port shall apply to Seller’s Vessel. Notwithstanding anything to the contrary contained in this ContractSection, if any Vessel nominated by Seller does not comply with the foregoing provisions or any of them, Buyer or Buyer’s delivery schedules agents may refuse to berth, discharge, or blanket releasescontinue to discharge the Vessel in question. 7.7 VMSC shall be responsible for offloading the Cargos of Products received hereunder. (fa) Seller VMSC will unload each Cargo within the laytime stipulated in the Charter Party Agreement allocated for unloading where laytime commences 6 hours after notice of readiness (“NOR”) has been tendered or when the Vessel is all fast alongside berth whichever is earlier; (b) VMSC shall provide a response to an open order report issued take delivery with customary quick despatch after the NOR has been given by the Buyer at shipowner or representative(s) in accordance with the frequency and method determined by the BuyerCharter Party Agreement. (g) Seller 7.8 Should Mission advise VMSC that it wishes to deliver product via onshore means, the Parties shall enter material in good faith work together to develop a method to deliver Products via onshore means. In the event that such a mutually agreeable method is developed, Mission shall thereafter have the option to require VMSC to accept delivery Promise Dates into the Oracle iSupplier systemof Products via such onshore means. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract delivery schedules and quantities are a material condition of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities All Products shall be considered delivered in accordance with an applicable Purchase Order. Delivery of Products to Raymarine’s nominated distribution points shall be F.O.B. destination, shipped via Raymarine’s choice of transportation at no cost to RK. Title to all Products shall pass to Raymarine upon delivery to a material breachcommon carrier. Any shipments RK shall deliver all Products on or before the mutually agreed upon date set forth in the Purchase Order. RK shall assist Raymarine in arranging any desired shipping and insurance (in amounts that deviate Raymarine shall determine). All costs of shipping, insurance and freight and customs, duties, taxes and other expenses relating to such transportation and delivery shall be at Raymarine’s expense. If circumstances arise that prevent RK from timely delivery of Products, RK shall immediately notify Raymarine of the Contract nature of the problem, the methods taken to overcome the problem and the estimated time of delay. It is critical to Raymarine that delivery schedule timeframes are subject adhered to. If RK fails (or notifies Raymarine that it anticipates failing) to arrange for delivery of the Buyer's rejectionProducts in the timeframe set forth in the applicable Purchase Order (other than due to an event of Force Majeure), and Seller will be responsible then, without limit to any other remedy which Raymarine might have, Raymarine may: (i) reschedule delivery dates for such Products by given written notice of such rescheduling to RK; (ii) at no cost to Raymarine, require the RK to arrange for the Products to be delivered within (or as close as possible to) the original timeframe using an alternative mode of transport; or (iii) at no cost incurred by Buyer to store and/or Raymarine, return the Products to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rightsRK. (b) If Seller fails at any time Raymarine requests delay in delivery of any shipment against a Purchase Order and, RK agrees to make delivery in accordance with the Contract delivery schedulerequest, Buyer will have RK may store the option Products upon completion of terminating this Contract in accordance with ¶ 19manufacture and charge to Raymarine an agreed per pallet cost. However, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per dayif such delay is less than one month no charges shall apply. If, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Dateresult of RK’s own circumstances, and continue until and including the date on which the Product(s) expedited delivery is delivered to Buyerrequired, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller RK is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or all costs associated with such expedited rate incurredservices. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract 1. Supplier is bound by the deadlines and/or dates specified in the order. 2. Supplier shall notify Xxxx Systems in writing of the events that would prevent it from making the deliveries within the specified deadlines and/or dates, promptly upon the occurrence of such events or once they come to its knowledge. Making of such notification would not be construed as an extension to such deadlines and/or dates. 3. In the event that the Supplier disobey/miss or has the risk to disobey the deadlines and/or dates specified in the order, Xxxx Systems shall, without further notice, be entitled to instruct it to take appropriate measures in order to provide compliance with the schedule with the assistance of third-party companies appointed by Xxxx Systems. Incurred costs shall be born by the Supplier. In the event that the Supplier disobeys the deadlines specified in this Purchase Terms; that it has been projected that the delay on the delivery schedules dates would take long; or that the Supplier would not fulfill its liability on time and quantities are a material condition of this Contractduly or would not fulfill it at all, and Seller’s Xxxx Systems shall have the right to terminate the Agreement, without further notice. All damages to be incurred by Xxxx Systems due to the failure to meet Contract delivery schedules or quantities comply with the specified dates (including reflected and indirect damages) shall be considered born by the Supplier. If for any reason Xxxx Systems becomes obliged to make a material breach. Any shipments that deviate from the Contract delivery schedule are subject payment due to the Buyer's rejectionSupplier’s violation of its liabilities, Xxxx Systems shall have recourse to the Supplier. Supplier hereby irrevocably agrees, declares and Seller will be responsible for the cost incurred by Buyer undertakes to store and/or to ship the Goodspay all damages. Once Xxxxx gives notice Termination of the rejection Agreement and/or filing a request for recover of the Goodsdamages under this Article shall not release the Supplier from its liability to pay penalty. Unless otherwise agreed in writing, the risk Supplier shall pay Xxxx Systems the penalty amount of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit contract price per day, as liquidated damages and for each day it violates/misses the deadlines specified in the order. The total amount of penalty cannot as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 205% of the unit contract price. Any liquidated damages assessed Xxxx Systems may request the penalty to Seller will be debited paid to it or deduct the penalty from Seller’s account the payments to be made to the Supplier. The Supplier undertakes that it has reviewed and may be set off against knows the penalty amount, and does not find it exorbitant, and accepts that the request for penalty payment would not mean contractual performance in any other amount owed to Seller by Buyer. For way, and that the avoidance Supplier shall not demand the reduction or cancellation of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contractsaid penalty amount. (c) In 4. Supplier can make early delivery or partial delivery with the event prior written approval of any anticipated or actual delay in meeting Xxxx Systems. 5. Supplier shall take out transport insurance and pay the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay costs related to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurredinsurance. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract delivery schedules and quantities are a material condition of this Contract2.1 Where the Seller delivers the goods to the Purchaser, and Seller’s failure to meet Contract delivery schedules or quantities the sale shall be considered a material breach. Any shipments that deviate from deemed to have been concluded and risk in the Contract delivery schedule are subject goods shall pass to the Buyer's rejectionPurchaser upon the Seller having delivered the goods to the delivery address designated by the Purchaser when ordering the goods, and against the Purchaser or its representative having signed a copy of the invoice to acknowledge receipt of the goods. The Seller will be responsible reserves the right to impose a reasonable charge on the Purchaser for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice delivery of the rejection goods which charge shall not exceed the prevailing AA rates in case of vehicle deliveries alternatively per agreed courier charges reflected in the invoice. Should the Seller elect to impose such a charge, it shall be added to the invoice as a line item and shall be settled by the Purchaser together with payment for the goods as contemplated in 4 below. 2.2 Any other delivery agent being used for purposes of delivering the goods to the Purchaser shall be deemed to be acting as agent for the Purchaser and risk in the goods shall pass to the Purchaser when the delivery agent has taken possession of the Goodsgoods. 2.3 The date of delivery stipulated in the invoice is an approximate date only. Whilst the Seller shall use its reasonable endeavours to effect delivery on the stipulated date, the risk Seller reserves the right to defer the date of loss and damage delivery or to cancel the contract or reduce the volume of goods ordered by the Purchaser (without liability to the Goods Purchaser) if the Seller is with prevented from or delayed in performing under this agreement due to circumstances outside the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% reasonable control of the unit price per daySeller including but not limited to acts of God, as liquidated damages and not as a penaltygovernment actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, drought, lockouts, strikes or other labour disputes or delays affecting carriers or inability or delay in obtaining supplies of products. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated such a delay or actual delay in meeting failure to effect delivery the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver liable to the Purchaser for any loss, damage or expense arising from such delay or failure.‌ 2.4 If the Purchaser fails to take delivery of the goods when tendered by Buyer the Seller, the risk in the goods shall immediately pass to the Purchaser who shall refund to the Seller on demand the reasonable costs (including storage, transport and insurance) of moving the goods and keeping them during the period of the delay.‌ 2.5 Claims by the Purchaser for any short delivery of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized goods shall only be considered if submitted in writing and received by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after Seller within 10 days from the date specified for of delivery. If The Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment liable for any short deliveries where it is shown that the Goods sooner than on average, the second business day cause of the second month following this Contract’s short delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess arises from the actions of the quantities specified in this Contract’s any delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.agent.‌

Delivery. (a) Contract Observe specified shipping instructions. The time or times specified for delivery schedules and quantities are a material condition shall be of the essence of this Contractorder, and Seller’s failure Buyer reserves the right to meet Contract delivery schedules cancel the order, or quantities any portion thereof, if materials are not shipped or services provided within the time or times specified in the order. Further, Buyer reserves the right to cancel the order in the event that operation of the plant or facility for which it was placed shall be considered a material breachinterrupted or shut down for any cause beyond Buyer’s reasonable control. Any shipments If in the event of late delivery Seller cannot prove that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be it is not responsible for the cost incurred by Buyer delay, Xxxxx may charge a late fee against Seller for each business day (or part thereof) of delay amounting to store and/or to ship the Goods. Once Xxxxx gives notice 0.3%, but not exceeding a total of 5%, of the rejection of the Goods, the risk of loss and damage to the Goods is with the Sellernet contract value. Any acceptance of deliveries This late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue fee may still be claimed until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account final payment and may be set off offset by Xxxxx against any other the purchase price due to Seller. Buyer reserves the right to claim damages in excess of the late fee, in which case the amount owed to Seller by Buyerof the late fee will be taken into account. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting unpaid-deliveries, the Contract delivery schedulecarrier shall be instructed [by Xxxxx] that Buyer is a SVS/RVS-restricted customer. Seller shall comply with all applicable export control, customs and foreign trade regulations (“Foreign Trade Without Buyer’s prior written consent, Seller shall: (i) Promptly notify Buyer may not carry out the import clearance in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or name. If Buyer allows Seller to carry out the Contract. import clearance in Buyer’s name, Seller undertakes to promptly deliver Buyer all documents and other import relevant information which Seller has obtained in connection with the import clearance (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the righte.g., without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for deliverytax bill). If Seller delivers Goods in advance of does not comply with this Contract’s delivery schedules or blanket releasesobligation, even after a reasonable grace period, Buyer shall not be required may terminate contract in whole or in part without prior notice. In order to make payment for guarantee the Goods sooner than security in the supply chain according to the requirements of applicable internationally recognized initiatives based on averagethe WCO SAFE Framework of Standards (e.g., the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) AEO, C-TPAT), Seller shall provide a response the necessary organizational instructions and take measures, particularly with regard to an open order report issued by the Buyer at the frequency following security aspects: premises security, packaging and method determined by the Buyer. (g) transport, business partner, personnel and related information. Seller shall enter material delivery Promise Dates into protect the Oracle iSupplier system. (h) goods and services provided to Buyer or provided to third parties designated by Xxxxx against unauthorized access and manipulation. Seller shall respond only deploy reliable personnel for those goods and services and shall obligate any sub-suppliers to any inquiries made by the Buyer within two (2) business days of the requesttake equivalent security measures.

Delivery. (aThe Seller shall deliver the Items to Purchaser on the date(s) Contract delivery schedules and quantities are a material condition of this Contractindicated in the Purchase Order. If Seller anticipates that it will not deliver the Items on the date(s) indicated, and Seller’s failure to meet Contract delivery schedules or quantities Seller shall be considered a material breach. Any shipments that deviate from immediately notify Purchaser by the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice fastest available means of the rejection of anticipated failure and the Goods, the risk of loss and damage to the Goods is with the Selleranticipated actual delivery date. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery of any part of the Items on the date(s) indicated in accordance with the Purchase Order, the Purchaser may terminate the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penaltypursue other remedies. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedulePurchaser accepts late delivery, Seller shall: (i) Promptly notify Buyer in writing shall reimburse Purchaser for any additional cost incurred as a result of the reasons late delivery. All shipments shall be delivered DAP (Incoterms 2010) to the destination designated by Purchaser in the Purchase Order, and title and risk of loss shall remain with Seller until the Items in a completed state are received by Purchaser, its agent or consignee regardless of whether or not Purchaser has made full payment for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYSItems. Seller will mail Bills of Lading and Shipping Notices directly to the DAP (Incoterms 2010) destination on the day of shipment. Bills of Lading shall indicate the relevant purchase order number. Purchaser may require adherence to its routing instructions, and any savings resulting from adherence to such instructions shall be solely responsible for paying the difference between benefit of Purchaser. Seller, or the method carrier it uses to deliver Items, whichever is applicable, shall (a) maintain a "satisfactory" safety rating from the U.S. Department of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only Transportation and shall not be construed as provide Purchaser with written proof of such rating on request if the carrier is a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the rightmotor carrier, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.and

Delivery. (a) Contract 1. Delivery deadlines and periods are agreed upon by Xxxxxx and Buyer order by order in writing. Unless expressly stated otherwise in order confirmation or commercial contract, any dates for delivery schedules and quantities of the Products are a material condition estimates If the date of this Contractdelivery is the weekend day or holiday, and Seller’s failure to meet Contract the date of delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject postponed to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) next working day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% lapse of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contractperiod. (c) 2. In the event of a delivery delay due to the reasons beyond reasonable control of Seller, including but not limited to any anticipated acts of customhouse, failure of cargo vessel or actual suspended docking in the port of departure on the part of shipping company, Seller shall notify Buyer by sending a Written Delay Notice without undue delay after Seller becomes aware of such a delay, and the delivery deadline shall be extended on a day-for-day basis to accommodate such delay. 3. Buyer’s wrongful non-acceptance or rejection of Products or cancellation or repudiation of a confirmed order/commercial contract or Buyer’s delay in meeting the Contract taking delivery scheduleshall entitle Seller to recover from Buyer, Seller shall: in addition to any other damages caused by such action: (i) Promptly notify Buyer in writing the case of Products which cannot be resold by Seller to a third party, the reasons for the delay and the actions being taken to overcome price of such Products; or minimize the delay; (ii) Provide Buyer with in the case of Products which can be resold by Seller, damages equal to the differences between the sales price to a written recovery schedulethird party and the price agreed by Seller and Buyer; and and (iii) If requested by any reasonable costs incurred due to Buyer’s wrongful non-acceptance or delay in taking delivery, ship via air or expedited routing to avoid or minimize delay including but not limited to the maximum extent possiblestorage costs, unless demurrage fee, container fees, transportation costs, liquidated damages, etc. 4. The Seller is excused from prompt performance as provided in ¶ 16entitled to expedite the delivery of the Products if any shipment, EXCUSABLE DELAYSlot or batch is delayed. Both the Seller and the Buyer admit that the main purpose of the Contract or PO is to deliver the sufficient commodities to the Buyer. From the principle of “No harm, No remedy”, it will be solely responsible for paying considered not delayed if the difference between Products can be able to expedite before or on the method of shipping specified and time when the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule Products is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, planned to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer arrive at the frequency place of destination or it will be considered to be slightly and method determined by trivially delayed if the Products delayed will cause no harm to the Buyer. 5. The volume (gpieces) Seller of different power bins shall enter material delivery Promise Dates into be subject to the Oracle iSupplier systemactual shipment(s) and the price shall be adjusted accordingly. Buyer shall pay the total value indicated on the Invoice issued by Seller. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract A. The obligation of Supplier to meet the delivery schedules dates, specifications, and quantities are as set forth on the Purchase Order and herein shall be a material condition basic assumption of this Contractthe transaction as contemplated hereby, and Sellertime is of the essence of the Purchase Order. Supplier will strictly adhere to the delivery and completion schedules specified in the Purchase Order. If, at any time, Supplier believes it may be unable to comply with the delivery or completion schedules, Supplier shall immediately notify Key in writing of the probable length of any anticipated delay and the reasons for same, and shall provide Key with an acceptable written recovery schedule. Supplier will continue to notify Key of any material change in Supplier’s failure ability to meet Contract comply with its obligations hereby on an on- going basis. If Supplier fails to deliver Goods within any delivery schedules schedule provided hereby, Key may require Supplier to ship Goods, at Supplier's expense, by airfreight or quantities expedited routing. B. Supplier shall deliver all Goods specified in the Purchase Order to Key at the delivery address set forth on the Purchase Order. C. Key may, at its option, either retain (and store at Supplier's expense) any Goods received in excess of fifteen (15) calendar days in advance of the specified Purchase Order delivery schedule(s) or return them to Supplier at Supplier's risk and expense. If such Goods are retained, time for payment and discount shall be considered a material breach. Any shipments that deviate from calculated on the Contract basis of scheduled delivery schedule are subject to the Buyer's rejectiondates. D. Unless specified by Key, and Seller will Supplier shall be responsible for the cost incurred by Buyer selecting packaging methods and materials to store and/or provide adequate protection at minimum cost. Commercial packaging is normally acceptable for shipment to ship the GoodsKey. Once Xxxxx gives notice of the rejection of the GoodsPackaging methods and material selected should consider, the risk of loss as a minimum, fragility, part composition, surface finish, size, weight and damage to the Goods is with the Sellertransportation mode. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery packaging specified or referenced in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Datemust be adhered to unless written deviation is authorized by Key. Nonconforming packaging is subject to rejection by Key or repackaging by Supplier at Supplier's expense. E. A packing memorandum must accompany each shipment arising under the Purchase Order, and continue until the package containing such memorandum must be clearly indicated. The Purchase Order number shall be identified on all packages, shipping papers, and including other subordinate documents. F. Except as specifically authorized by the date on Purchase Order, Key shall not be responsible for payment of Goods delivered by Supplier, which are not in conformance to the Product(s) is delivered to Buyerquantities, not to exceed 20% or specifications of the unit pricePurchase Order. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event Upon receipt of any anticipated or actual delay in meeting the Contract delivery schedulenonconforming Goods, Seller shallKey will notify Supplier of same and allow forty-eight (48) hours for Supplier's determination of whether Supplier will: (i) Promptly notify Buyer in writing Take possession of the reasons for the delay and the actions being taken to overcome or minimize the delay;such nonconforming Goods at Key; or (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified Authorize packing and the actual air or expedited rate incurredreturn shipment at Supplier's sole expense. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract delivery schedules and quantities are a material condition Supplier acknowledges that time is of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject essence with respect to the Buyertimely and conforming delivery of the Products. Supplies are delivered according to the terms established in the Purchase Order. COFICAB reserves the right to inspect the delivered Supplies before acknowledging final reception in absence of reservations or claims. Final acceptance will occur within reasonable timelines. Notwithstanding the Supplier's rejectionliability for breach of contractual terms and delivery of defaulting Products, and Seller in case of non-conforming delivery (i.e., non-compliance with delivery time, incomplete or excess delivery or non-compliance with the Order or specifications), COFICAB reserves the right to refuse the Supplies subject of the Purchase Order in writing by a claim letter, email, fax or any other agreed means, briefly explaining the reason why it does not authorize the final reception of the Supplies. Refused Supplies will be returned to the Supplier at its own cost and risk within fifteen (15) days following the refusal of delivery notification. Supplier will bear the payment of the non- conforming delivery penalty at the rate determined on the Purchase Order as a conventional penalty, being solely responsible for the cost incurred by Buyer damages that may be caused to store COFICAB, its clients or third parties and may be requested to indemnify COFICAB for all claims and/or additional costs derived from the breach of its obligation to ship deliver on time the GoodsSupplies. Once Xxxxx gives notice of COFICAB is also entitled to terminate the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery Order in accordance with the Contract delivery schedule, Buyer will have the option provisions of terminating this Contract these Purchase Terms and Conditions. Unless otherwise stated in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Dateor the Contractual Document, and continue until and including the date on which the Product(s) Supplier is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between Supplies until they are duly accepted by COFICAB in the method of shipping specified terms and under the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay conditions established in meeting the Contract delivery schedule is informational only these Purchase Terms and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the rightConditions, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on averageso that until before said acceptance, the second business day of Supplier will assume all the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required risks inherent to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releasesSupplies. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract delivery schedules and quantities are a material condition Unless otherwise agreed in writing, all deliveries of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities Products shall be considered a material breachmade Ex Works of PLI's factory in accordance with ICC's Incoterms (2010). Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk All risks of loss and or damage to the Goods is with the Seller. Any acceptance of deliveries late Products shall pass from PLI to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails Buyer when the Products are delivered to make delivery the Buyer in accordance with the Contract delivery scheduleagreed trade term as defined in ICC's Incoterms (2010). PLI may make deliveries in installments, which will be invoiced individually. The Buyer will have the option of terminating this Contract make payment in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% clause 4 of these Standard Terms and Conditions. Times specified for delivery of the unit price per dayProducts are given and intended as estimates only unless otherwise agreed in writing. Where a firm time for delivery has been expressly agreed upon, as liquidated damages no delivery shall be considered overdue until the Buyer has made a written request for delivery and given PLI a reasonable opportunity to comply therewith. If PLI fails to deliver the Products on or before the extended or postponed delivery time due to circumstances for which it is fully responsible and Buyer has stated in writing when agreeing to the new delivery time that it will refuse to take delivery if the new delivery date is not as a penalty. Any such liquidated damages met, Buyer shall start no sooner than have the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered right to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting cancel the Contract delivery schedule, Seller shall: (i) Promptly by serving written notice to PLI. The Buyer shall inspect or have inspected the Products delivered and shall notify Buyer PLI in writing of any nonconformance regarding the reasons for quantity, specification or quality of the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay Products to the maximum extent possibleorder within fourteen (14) days of receipt of the Products. If Buyer does not report a nonconformance with the 14-day period the Buyer shall be deemed to have accepted the Products. During the 14-day period, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of at Buyer’s rights request, PLI will repair or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyerreplace nonconforming Products. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, The Buyer shall not be required to make payment for return any Products without the Goods sooner than on average, the second business day prior written permission of the second month following this Contract’s delivery schedule or shipping releases due datePLI. Buyer Submitting a claim shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by at no time release the Buyer at from its obligations under the frequency and method determined by the BuyerContract. PLI’S OBLIGATION TO REPAIR OR REPLACE NONCONFORMING PRODUCTS IS BUYER’S SOLE REMEDY FOR NONCONFORMANCE. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. Except where the Company notifies the Distributor otherwise, delivery of the Products shall be made DDP to the Distributor’s notified delivery address (aas that term is defined in Incoterms 2000) Contract delivery schedules (“Delivery”). All Products shall be delivered by the date agreed between the parties which shall be stated on the order confirmation form. If no such date is stated on the order confirmation form, the relevant Products shall be delivered within [fourteen (14) days] of the date of the Order. Without prejudice to any other rights and quantities are a material condition remedies the Distributor may have, the Distributor shall notify the Company of this Contract, and Seller’s any failure to meet Contract deliver the Products in accordance with any Order or of any short delivery schedules or quantities of any damage in the delivered Products promptly on such failure or short delivery coming to its attention. Title and risk in the Products shall pass to the Distributor on Delivery unless payment is made prior to delivery in which case title shall pass on payment. [3.1 and 3.2] Specifics of these sections are business considerations, not really legal concerns. Here are some standard terms for a basic supply/delivery arrangement. This will be negotiated by the parties and may differ substantially based on the particulars of the deal. PAYMENT AND PAYMENT AMOUNT Payment from the Customer shall be considered a material breach. Any shipments that deviate from made under the Contract delivery schedule are subject to terms in the Buyer's rejection, agreement between the Customer and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to The Company shall invoice the Contract delivery schedule will not waive Buyer's rights. Distributor for Products ordered on or at any time after the Products concerned are delivered. The Company’s invoices are due net thirty (b30) If Seller fails to make delivery in accordance with days from the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% date of the unit Company’s invoice. The prices payable for the Products shall be as set out in Appendix A. The prices as so set out are inclusive of all delivery charges which shall be included on the invoice concerned. All Orders accepted before the date of a price per day, as liquidated damages and not as a penalty. Any such liquidated damages increase shall start no sooner than be at the fifth (5th) day after the Purchase Order Promise Date, and continue until and including price at the date on which the Product(sOrder was accepted. If the Distributor fails to pay the charges within thirty (30) is delivered to Buyer, not to exceed 20% days of the unit pricedue date for payment under this agreement (other than in the case of a bona fide dispute), the Company shall be entitled to charge the Distributor interest on the unpaid charges for the period from and including the due date of payment up to the date of actual payment. Any liquidated damages assessed The interest shall be paid at the rate of [two per cent (2%)] above the base rate from time to Seller will be debited from Seller’s account and time of the Bank of England. If the Distributor disputes the whole or any portion of the amount claimed in an invoice submitted by the Company, the Distributor may be set off against any other amount owed to Seller by Buyernotify the Company in writing within a reasonable period of receipt of the invoice together with reasons for disputing the invoice. For the avoidance of doubt, liquidated damages or termination failure to pay the charges in the case of a bona fide dispute is not a breach of this agreement. All prices and any other charges quoted by the Company under this agreement are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event [exclusive/inclusive] of any anticipated applicable VAT and any customs duties imposed or actual delay levied in meeting the Contract Territory. The exchange rate applicable to all payments under this Agreement shall be the exchange rate published in the London Financial Times in effect on the date the Seller receives payment for the Product from a Customer. Payment to the Company shall be submitted to: [________] [4] Specifics of this are business considerations, not really legal concerns. Here are some standard terms for a basic supply/delivery schedulearrangement. This will be negotiated by the parties and may differ substantially based on the particulars of the deal. [4.3] Pricing details are usually separate from main text of the agreement. EXPORT/IMPORT REQUIREMENTS If Product will be exported from the United States, Seller shall: the Party responsible for distribution of the Product shall obtain, at its own risk and expense, any export license or other official authorization and carry out, where applicable, ail customs formalities for the export of Product from the US under this Agreement and the import of such Product. The Party not responsible for exporting the Product shall use all reasonable efforts to assist the exporting Party in obtaining such import license or other authorizations necessary for the export of Product. If the Product will be exported from a country other than the United States, the Distributor shall be required to obtain, at its own risk and expense, any export license or other official authorization and carry out, where applicable, all customs formalities for the export of Product and the import of such Product. The Company shall use all reasonable efforts to assist the Distributor in obtaining such import license or other authorizations necessary for the export of Product. The Party responsible for obtaining the export license or other official authorization as set forth in this Section Article 5 shall also be responsible tor insuring compliance with export requirements, including but not limited to these requirements of the Bureau of Export Administration and the Bureau of Industry and Security of the U.S. Department of Commerce. [5] Not always a separate section, and the details will differ based on the particulars of the deal. LICENSE & NON-COMPETE License. For the duration of this Agreement, the Company grants to the Distributor a non-exclusive royalty-free license, to use the Company’s intellectual property rights (including any and all trademarks, logos and other markings used by the Company) that are reasonably necessary to promote the sale of the Product to Customers within the Territory. Intellectual property rights licensed from the Company to the Distributor used or embodied in the Product remain as the sole property of the Company. The Distributor shall not apply for registration of or register any intellectual property rights that claim the Product or improvements thereof without the prior written consent of the Company, nor shall the Distributor oppose any action taken by the Company with respect to registering such rights for the benefit of the Company.. The Distributor agrees that it will (i) Promptly notify Buyer in writing use the trademarks of the reasons for Company only in a manner from time to time approved by the delay and Company accompanied by an acknowledgment that the actions being taken to overcome or minimize same are the delay; trademarks of the Company, (ii) Provide Buyer with a written recovery schedulenot use the trademarks of the Company in relation to any other products or in any way which might prejudice their distinctiveness or validity or the goodwill of the Company therein; and (iii) If requested by Buyernot use any other trademarks so resembling the trademarks of the Company as to be likely to cause confusion or deception; and (iv) not use the trademarks of the Company in combination with any other trademark or other names or logos other than trademarks of the Company, ship via air or expedited routing to avoid or minimize delay except with the prior written consent of the Company. The Distributor agrees that the use of the trademarks of the Company and all goodwill associated therewith, shall inure to the maximum extent possible, unless Seller is excused benefit of the Company. The grant of the licenses from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will the Company to the Distributor under this Agreement shall be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer free of any of Buyer’s rights or remedies provided by law or the Contractcharges whatsoever. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract delivery schedules Upon acceptance of an Order by SPEAR and quantities are a material condition the satisfaction of this Contractall SPEAR prerequisites prior to delivery, and Seller’s failure to meet Contract delivery schedules or quantities SPEAR shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the GoodsSpear Offerings and any associated Documentation to Purchaser or End Customer, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery as applicable, by full or partial shipment, in accordance with the Contract delivery scheduleOrder Acknowledgement. Unless otherwise mutually agreed by the Parties, Buyer will have all Spear Offerings shall be shipped FCA ESPOO (FINĮAND) (INCOTERMS 2020) and shall be deemed shipped upon being made available to the option first carrier at SPEAR's site. Title shall pass from SPEAR to Purchaser upon tender to first carrier. SPEAR’s acceptance of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% an Order issued by Purchaser does not constitute acceptance of the unit price per dayINCOTERMS set forth in the Order. Notwithstanding, as liquidated damages all fees associated with customs formalities, including import and not as export, are Purchaser’s sole responsibility. If requested by Xxxxxxxxx, SPEAR will arrange transport and add freight and handling charges to the Purchaser’s invoice. Unless otherwise agreed in writing, delivery of software shall be deemed to occur upon the provision of a penaltylink to enable Purchaser to download the software or imbedded in any hardware purchased. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) Software is delivered to Buyer, not to exceed 20% in the English language. Additional language packs may be available for purchase. SPEAR will assign estimated shipment dates on Orders based on the availability of the unit priceSpear Offerings and SPEAR's acceptance of Purchaser’s Order. Any liquidated damages assessed SPEAR will make commercially reasonable efforts to Seller meet its assigned shipment dates. However, SPEAR will not be liable for its failure to meet such dates. If Purchaser or End Customer requests or otherwise causes SPEAR to store Spear Offerings beyond the assigned shipment date, Purchaser will be debited from Seller’s account invoiced a commercially reasonable service and may be set off against any other amount owed handling fee. SPEAR shall have no liability to Seller by BuyerPurchaser for delayed or cancelled shipments due to SPEAR's compliance with applicable trade or export regulations or sanctions. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting that the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller Spear Offerings will be solely responsible used by End Customer as part of a larger solution including third-party products and/or services, it will be the sole responsibility of Purchaser to obtain any additional license or use rights necessary for paying the difference between the method of shipping specified and the actual air SPEAR to integrate its solution, or expedited rate incurred. (d) Any information create interoperability, with technology owned or otherwise provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contractsuch third parties. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract delivery schedules The Picture shall: (i) be an original sound motion picture, photographed in color using 35mm, with an aspect ratio of 2.35:1, in the English language; (ii) have a running time (including main and quantities are a material condition end titles) of this Contractapproximately one hundred (100) minutes in length; (iii) be the version that was screened for and (iv) be directed by , written by , produced by , and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rightsstarring . (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% Licensor agrees that time is of the unit price per dayessence with respect to Delivery and that Delivery shall occur no later than [Month ] , as liquidated damages and not as a penalty20 (the “Delivery Date”). Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% The “Delivery” of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: Picture shall mean (i) Promptly notify Buyer delivery of, at Distributor’s cost and expense (subject to the following sentence), or access to the Picture and all items listed on the Delivery Schedule attached hereto as Exhibit B (the “Delivery Schedule”) of a technical quality acceptable to Distributor (such acceptance not to be unreasonably withheld or delayed) that Distributor has ordered from Licensor (the “Delivery Materials”) to the address specified by Distributor or to an appropriate laboratory (provided that Distributor has received an executed laboratory access letter in writing the form attached to the Delivery Schedule). Prior to the delivery or creation of any Delivery Materials in connection with the Delivery of the reasons Picture, Licensor shall provide the applicable price list to Distributor and Distributor shall pre-approve all such delivery costs and expenses to be paid by Distributor prior to Licensor effecting Delivery hereunder, which costs and expenses shall be recouped by Distributor as Distribution Expenses. If Distributor notifies Licensor of any Delivery deficiencies, then Licensor shall have ten (10) business days within which to cure all such delivery deficiencies. If Licensor fails to timely deliver the Picture or to cure any delivery deficiencies within the aforesaid cure period, then Distributor may at its election (A) secure acceptable replacements for the delay deficient Delivery Materials and charge such costs as Distribution Expenses or (B) terminate this Agreement upon written notice to Licensor, in which event any Advance paid to Licensor prior thereto shall be repaid to Distributor in full. Unless Distributor elects to terminate this Agreement, under no circumstance shall Licensor be relieved of its obligation to make complete Delivery nor shall Distributor be deemed to have waived any Delivery requirements. Acceptance by Distributor of less than all of the actions being taken Delivery Materials and/or release of the Picture by Distributor prior to overcome or minimize delivery of all of the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and Delivery Materials shall not be construed as a waiver by Buyer deemed to relieve Licensor of any of Buyer’s rights or remedies provided by law or its obligations to Distributor pursuant to the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance warranties and indemnification provisions of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releasesAgreement. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. [Buyer’s receiving dock at its warehousing facility located at ] [Supplier’s Supplier shall deliver the Products Ex Works loading dock located at ] (aIncoterms 2018) Contract by the delivery schedules due date identified in the Purchase Order. Products may not be delivered early, or in any quantities other than that identified in the Purchase Order, without Xxxxx’s prior written consent. Tooling shall be held by Supplier solely on a bailment-at-will basis. Only Buyer has any right, title or interest in and quantities to Tooling, except for Supplier’s limited right, subject to Xxxxx’s sole discretion, to use the Tooling in the performance of Supplier’s obligations under this Agreement. Supplier shall not use the Tooling for any other purpose. Supplier shall not commingle Tooling with the property of Supplier or any other person and shall not move any Tooling from Supplier’s premises without the prior written approval by Buyer. Buyer may, at any time, for any reason and without payment of any kind, retake possession of any Tooling without the necessity of payment or notice to Supplier, or a hearing or a court order, which rights, if any, are waived by Supplier. Upon Xxxxx’s request, Tooling will be immediately released to Buyer or delivered to Buyer by Supplier. Supplier’s continued holding of Tooling after demand has been made by Buyer for delivery will substantially impair the value thereof, and, accordingly, Buyer will be entitled to a material condition court order of this Contractpossession without any need or proving damages or a bond. To the fullest extent permitted by law, Supplier shall not allow any lien or other encumbrance to be imposed on or attach to the Tooling through Supplier or as a result of Supplier’s action or inaction, and SellerSupplier hereby waives any lien or other encumbrance that it may have or acquire in the Tooling. Supplier acknowledges and agrees that (i) Buyer is neither the manufacturer of the Tooling nor the manufacturer’s failure agent, (ii) Buyer is bailing Tooling to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments Supplier for Supplier’s benefit, (iii) Supplier has inspected the Tooling and is satisfied that deviate from the Contract delivery schedule are subject to the Buyer's rejectionTooling is suitable and fit for its intended purposes, of which Supplier is aware, and Seller will (iv) BUYER HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WHATSOEVER, EITHER EXPRESS OR IMPLIED, AS TO THE FITNESS, CONDITION, MERCHANTABILITY, DESIGN OR OPERATION OF THE BAILED PROPERTY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. Notwithstanding the foregoing, if the bailment relationship described in this Section is deemed to be responsible a secured financing transaction, Supplier grants to Buyer a continuing security interest in any rights or interests it may have in the Tooling. Supplier may not charge Buyer for the cost incurred by of manufacturing or procuring any Tooling unless Xxxxx agrees in writing to reimburse Supplier for Supplier’s actual reasonable costs of manufacturing or procuring such Tooling (a "Reimbursement Authorization"). Buyer shall pay Supplier only the actual cost of such Tooling, not to store and/or to ship exceed the Goodsauthorized amount, if any, stated in the applicable Reimbursement Authorization. Once Xxxxx gives notice of the rejection of the Goods, the Supplier shall bear all risk of loss of and damage to Tooling. Supplier shall, at its own expense, for the Goods is benefit of Buyer, insure all Tooling with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery full and extended coverage for all losses, for its full replacement value, in accordance with the Contract delivery scheduleterms of Section. As and when it is commercially reasonable to do so, Buyer will have the option of terminating this Contract in accordance with ¶ 19Supplier shall, TERMINATION FOR DEFAULTat its sole cost and expense, or assessing 0.5% of the unit price per daymaintain, as liquidated damages repair, refurbish and not as a penaltyreplace Tooling. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise DateAll replacement parts, additions, improvements, and continue until accessories for such Tooling will automatically become Buyer’s property upon their incorporation into or attachment to the Tooling. All replacements of Tooling will also be Xxxxx’s property. Supplier shall replace any missing components of or inserts to any Tooling. Supplier will maintain a written inventory of all Tooling that sets forth a description and including the date on which location of all Tooling, and provide a copy of this inventory to Buyer upon request. Supplier shall mark all Tooling permanently and conspicuously to identify it as the Product(s) is delivered to property of Buyer, not to exceed 20% of the unit priceand indicate Xxxxx’s name and address. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against Supplier shall immediately sign any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If documents reasonably requested by Buyer, ship via air or expedited routing Xxxxx to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any evidence all of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated to and interests in excess or in advance Tooling. Supplier grants to Buyer a limited and irrevocable power of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the rightattorney, without loss of discount privilegescoupled with an interest, to pay invoices covering Goods shipped execute and record on Supplier’s behalf any documents with respect to Tooling that Buyer determines are reasonably necessary to reflect Xxxxx’s interest in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releasesTooling. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract 8.1. Adherence to the delivery schedules dates specified within the ORDER is essential. Failure by the SELLER to complete delivery of the GOODS within the time or times specified or within a reasonable time if no time is specified herein shall relieve the PURCHASER if it so chooses and quantities without prejudice to any of its other rights or remedies of any obligation to accept or pay for the GOODS. 8.2. The SELLER shall furnish such programmes of manufacture and delivery as the PURCHASER may reasonably require and the SELLER shall give immediate notice to the PURCHASER if such programmes are a material condition or are likely to be delayed. 8.3. Delivery shall not occur prior to the satisfactory conclusion of this Contract, any Final Tests required under the terms of the ORDER and Seller’s failure to meet Contract delivery schedules or quantities the grant of an unconditional Inspection Release Note by the PURCHASER. 8.4. No part of the GOODS shall be considered a material breach. Any shipments that deviate from delivered or shipped without the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice prior authorisation of the rejection of the Goods, the risk of loss PURCHASER and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penaltyPURCHASER’S instructions. Any such part ready for delivery before the PURCHASER has authorised delivery shall be stored by the SELLER at the SELLER’S risk and expense. 8.5. Upon delivery the SELLER shall send to the PURCHASER an advice note showing the PURCHASER’S ORDER number identity number the number of packages delivered and a description of their contents. 8.6. Unless otherwise varied in the ORDER the PURCHASER shall be entitled to retain liquidated damages for late delivery of the whole of the GOODS or part thereof at the ascertained rate of 2 per cent of the total ORDER price per week or part thereof that delivery is delayed up to a maximum of 10 per cent of the total ORDER price. This provision for the PURCHASER to retain ascertained and liquidated damages shall start no sooner than not prejudice the fifth (5th) day after PURCHASER’S right to take further action for damages for failure by the Purchase Order Promise Date, and continue until and including SELLER to deliver the date on which GOODS within or at the Product(s) is delivered to Buyer, not to exceed 20% end of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies period provided for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contractabove. (c) In 8.7. Delivery by the event SELLER shall of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing itself constitute an acceptance of the reasons for terms and conditions of the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay ORDER where acceptance has not previously been communicated to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurredPURCHASER. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract delivery schedules and quantities are Unless otherwise specified in the applicable purchase order, title to a material condition PRODUCT sold pursuant to this Agreement shall pass at the time of this Contract, and Seller’s failure shipment by SELLER as described in Section 15.(b). Any loss or damage to meet Contract delivery schedules or quantities a PRODUCT prior to the passing of title shall be considered a material breachfor the account and risk of SELLER. Any shipments that deviate from loss or damage to a PRODUCT after the Contract delivery schedule are subject to the Buyer's rejection, and Seller will passing of title shall be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the account and risk of loss and damage CUSTOMER. Nothing contained in this Section 15.(a) shall be construed to reduce or otherwise affect the Goods is with the Seller. Any acceptance obligations of deliveries late SELLER to the Contract delivery schedule will not waive Buyer's rightsobtain insurance covering any PRODUCT shipped by it to CUSTOMER. (b) If Seller fails Shipments of PRODUCT shall be made FOB Origin, freight collect or as otherwise specified on individual purchase orders. When CUSTOMER requests SELLER to make delivery arrange the transportation of the PRODUCT, SELLER shall ship PRODUCT freight collect in accordance with [*Confidential treatment requested], unless otherwise specified on CUSTOMER's purchase order. If SELLER is instructed by CUSTOMER to ship prepaid and added to the Contract delivery scheduleinvoice, Buyer will have SELLER shall select a carrier based on the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, best rate as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Datenegotiated by SELLER, and continue until and including the date on which the Product(s) is delivered to BuyerCUSTOMER shall only pay SELLER's net transportation costs, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delaythat include, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contractnot limited to, all applicable discounts, allowances and refunds. (c) In the event Failure of any anticipated or actual delay SELLER to ship PRODUCT in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer accordance with CUSTOMER's freight routing instructions shall result in writing of the reasons charge-backs to SELLER for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurredexcess freight charges. (d) Any information provided Unless instructed otherwise by Seller regarding any anticipated CUSTOMER, SELLER shall, for purchase orders placed, (i) see that all subordinate documents bear CUSTOMER's purchase order number; (ii) enclose a packing list with each shipment and when more than one package is shipped, identify the one containing the packing list; (iii) mark CUSTOMER's purchase order number on all packages and shipping papers; (iv) render invoices showing CUSTOMER's purchase order number; (v) render separate invoices for each shipment or actual delay in meeting purchase order; (vi) forward shipping notices with invoices; (vii) invoice CUSTOMER by mailing or otherwise transmitting invoices, bills, and notices to the Contract delivery schedule is informational only billing address on the purchase order; and shall not be construed as (viii) make available a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contractbill xx lading upon request. (e) Goods fabricated Standard delivery intervals for PRODUCT shall be specified in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing Exhibit F and may be amended only by Buyera written document signed by both parties. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after Standard delivery intervals begin from the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day SELLER's receipt of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releasesCUSTOMER's purchase order. (f) Seller SELLER shall ship PRODUCT to CUSTOMER within (i) the delivery intervals specified in Exhibit F (which do not include in-transit interval), or (ii) as otherwise provided by SELLER to CUSTOMER in a firm price quotation, purchase order acknowledgment or other written means (provided that such time period is not longer than the time period specified in Exhibit F without CUSTOMER's written request or agreement) with a minimum ninety-six percent (96%) on time shipping performance service level. On time shipping performance service level shall be calculated as total line items shipped complete, as compared to the total number of line items ordered that have been purchase for delivery within SELLER's stated delivery interval. SELLER shall provide CUSTOMER, on a response to an open order report issued by the Buyer quarterly basis, at the frequency and method determined addresses as referenced in Section 35, NOTICES, shipping reports delineating the following information: (1) CUSTOMER's purchase order number; (2) Date CUSTOMER's purchase order received by the BuyerSELLER. (g3) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system.Date purchase order shipped complete from SELLER; (h4) Seller shall respond to any inquiries made by Total number of line items scheduled for shipment in the Buyer within two period; (25) business days Total number of line items shipped complete and on time in the requestperiod; and (6) Percent (%) of line items shipped complete and on time in the period.

Delivery. (a) Contract 6.1 Before delivery schedules of the Supplies to the Purchaser, the Supplier undertakes to send in writing, to the Purchaser’s procurement department, all information relating to the care and quantities preservation of Supplies. 6.2 Unless otherwise provided for, the Supplier shall deliver the Supplies to 000 Xx-Xxxxxx xxxx, Levis, Quebec, G6V 1G8. The hours of delivery are a material condition of this Contractfrom 7:00 am to 12:00 pm and from 12:45 pm to 3:45 pm from Monday to Friday inclusively. No delivery shall take place outside the hours described above unless the Purchaser and Supplier have previously entered an agreement to that effect. Notwithstanding such an agreement, and Sellerthe Purchaser shall not bear any cost for the Supplier’s failure to meet Contract delivery schedules or quantities waiting time. 6.3 The Supplier shall be considered a material breach. Any shipments that deviate from responsible and undertakes to identify all Supplies delivered and provide the Contract delivery schedule are subject to the Buyer's rejection, handling methods and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice proper position of the rejection of Supplies. The Supplier also undertakes to pack or condition the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery Supplies in accordance with the Contract usual and recognized methods in order to preserve and protect the Supplies. Should the Supplier fail to comply with the requirements set out above, it shall be liable and indemnify the Purchaser against any and all damages sustained notwithstanding any prior acceptance of risk on delivery scheduleby the Purchaser. 6.4 Supplier shall, Buyer will have upon the option Purchaser’s written notice, suspend the execution of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, Agreement or assessing 0.5% the delivery of the unit price per day, Supplies for such a period as liquidated damages and the Purchaser may request. 6.5 Whenever the Supplier believes it may not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including be able to deliver on the date on which of delivery, the Product(s) is delivered to Buyer, not to exceed 20% Supplier must advise the Purchaser by a notice containing the reasons of the unit pricedelay not less than fourteen (14) days prior to the date of expected delivery. Any liquidated damages assessed The Supplier also undertakes to Seller will transmit to the Purchaser for approval and without any delay, a recovery plan and schedule indicating the measures it shall take to minimize the consequences of the delay that the Purchaser may suffer. The recovery plan and schedule shall not, in any way, deny the Purchaser’s rights and recourses particularly those provided in Sections 14 and 16 of these Terms. 6.6 In case of a delay in delivery, the Purchaser may require that the Supplier use a more expedient means of transportation without any additional costs to the Purchaser. 6.7 During transportation and at the time of delivery, the Supplier undertakes to comply with all applicable statutes, laws and regulations. However, should the Supplier not comply with all applicable law, statutes or regulations, it shall be debited from Seller’s account liable and may be set off undertakes to save and hold the Purchaser harmless against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event and all claims of any anticipated or actual delay in meeting nature whatsoever resulting from the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurrednon-compliance. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract delivery schedules Time is of the essence for Delivery and quantities are a material condition all other obligations arising herein. “Delivery Date” and/or “Dock Date” shall mean the date Supplier is required to deliver the Product to the locations designated on Buyer’s Purchase Order. If Supplier does not meet the scheduled Delivery Dates, and Supplier fails to demonstrate to Buyer that it has taken best commercial efforts to comply with meeting the Delivery Dates, then Buyer may, at its option cancel this Purchase Order, or any part of this ContractPurchase Order without incurring any liability. If Xxxxx requests expedited shipment of any late deliveries, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller Supplier will be responsible for shipping cost. Supplier will not ship ahead of the cost incurred scheduled Delivery Date unless authorized by Xxxxx in writing. Buyer may re- turn, at its option, all unauthorized early shipments to Supplier at Supplier’s expense. Payments for early shipments unauthorized by Buyer will be postponed until the applicable due date after the scheduled Delivery Date. Supplier, when it has reason to store and/or believe that deliveries will not be made as scheduled, will provide immediate written notice to ship Buyer setting forth the Goodscause of such anticipated delay. Once Xxxxx gives notice Supplier shall be, in addition to any other remedy available to Buyer, liable for Xxxxx’s documented additional expenses due to its failure to deliver in the event that it fails to provide such notice. Notwithstanding the above, neither Buyer or Supplier will be liable for delays or defaults due to fires, floods, earthquakes, riots, storms or acts of civil or military authority and without their fault or negligence. In the event that any such condition exists as to Supplier, Buyer may at its option, cancel affected Purchase Order in whole or in part. All internationally shipped products will be shipped under "FCA Suppliers Facility (Incoterms 2010)". Products shipped under domestic transport may be FCA or other Incoterm agreed between Supplier and Jabil. For FCA terms, Supplier must utilize the carriers or forwarder provided in Jabil’s shipping guidelines for the transit from Supplier’s facility to the Jabil’s receiving dock. Supplier must utilize Xxxxx’s specified transportation agent for all shipments. If Supplier uses any other transportation agent, Supplier will reimburse Jabil for any additional costs incurred for transportation. If no transportation agent is specified, Supplier will use a transportation agent acceptable to Jabil. Title shall be transferred to Jabil upon the physical delivery of the rejection of Products to the Goods, the final destination designated on Jabil's Purchase Order . Jabil assumes risk of loss for Products when Products have been received by Xxxxx’s carrier or forwarder. In the event a tooling Delivery is delayed, and damage to the Goods it is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule estimated that such delay will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5exceed more than 25% of the unit price per dayagreed completion Date/Delivery time, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Buyer may, at its option cancel this Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against without incurring any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contractliability. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract delivery schedules and quantities are a material condition a. If Supplier for any reason anticipates that deliveries of this ContractProducts, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store Deliverables and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and Services shall not be construed made as a waiver required by Buyer this PO, Supplier shall immediately give MPP written notice setting forth the cause(s) of any the anticipated delay. If delay or inability to perform arises from interruption of Buyersupply or scarcity of raw materials or parts used by Supplier, MPP’s rights or remedies provided by law or the Contract. (e) Goods fabricated orders shall be given priority in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyerproduction scheduling. Buyer MPP reserves the right, without liability, to take any or all of the following actions if for any reason Supplier does not substantially comply with Suppliers Product, Deliverables and/or Services delivery obligations: (i) assess a late delivery fee of no more than 1.0% per day of the invoice amount of late deliveries of Products, Deliverables and/or Services; (ii) submit a revised PO; (iii) terminate this PO in whole or in part and purchase the Products, Deliverables and/or Services elsewhere, and Supplier shall be liable for any resultant costs; (iv) direct Supplier in writing to ship by a method other than that indicated in this PO, work such overtime or do whatever is necessary to avoid the delay, and pay any and all premium transportation charges, concessions to MPP’s customers, liquidated damages, and any other costs and expenses incurred by MPP; or (v) seek specific performance of Suppliers obligation to deliver. The foregoing is in addition to all other rights or remedies available to MPP at law or in equity. b. Supplier shall prepare Products for shipment and secure the lowest transportation rates (unless a premium method is specified on the face hereof) and comply with all carrier regulations. No charges are allowed for packing, crating, freight express or cartage unless authorized by MPP in writing. Packaging must be completed in a way that precludes Products from being damaged in transit. Upon MPP’s request, all shipment containers for Products shall be labeled in accordance with MPP’s Bar Code Shipping Label Instructions. Supplier shall submit example of labels for approval within sixty (60) days if requested. c. Supplier shall use only MPP-approved carriers and forwarders for transportation of Products and Deliverables. Supplier shall reimburse MPP for all costs and expenses incurred by reason of shipment by method or carrier not approved by MPP in writing and in advance. d. Time is of the essence in the performance of this Order by Supplier, and Supplier will take all necessary action, both normal and extraordinary, to ensure timely deliveries. e. Unless otherwise stipulated and agreed on the face of the PO, title and risk of loss to Products will pass to MPP at MPP’s dock or at the dock of MPP’s designee, upon completion of unloading of the Products and Supplier shall bear the risk of loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for Products until such delivery. If Seller delivers Goods the Products are to be delivered in advance of this Contract’s delivery schedules or blanket releasesinstallments, Buyer title to each installment shall not be required to make payment for pass in the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified same way as provided in this Contract’s delivery schedules or blanket releasesPO. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract 13.1. As all products are tailor-made normal delivery time for any orders after completion of order is 12 to 16 weeks. Express delivery is available against additional cost upon agreement. 13.2. These transit times are estimates only and may be extended by many factors beyond Supplier’s reasonable control such as Customs and Quarantine processing requirements, weekends and public holidays, varying ship or flight schedules and quantities are a material condition of this Contract, and Seller’s failure to meet Contract delivery schedules other origin-specific or quantities destination-specific factors. Supplier does not guarantee any transit times or represent that any transit times will be achieved. 13.3. All goods shall be considered a material breach. Any shipments that deviate from delivered by the Contract delivery schedule are subject Supplier to the Buyer's rejectionkerb side in front or reasonably (at the Supplier discretion) located in the vicinity of the Delivery Point and such delivery shall be deemed to be delivery of the Goods to the Delivery Point. The forgoing notwithstanding, the Purchaser may request and Seller will be responsible the Supplier may agree in writing to deliver the goods to a location other than a kerbside in front of a reasonably located within the vicinity of the Delivery Point provided always that the Purchaser shall bear all liability (whether with respect to loss or damage to person, property, or to the Goods) arising from and in respect of delivery and the Purchaser hereby agrees to indemnify and keep indemnified the Supplier with respect to any such liability. A receipt or delivery docket for the cost incurred Goods signed by Buyer to store and/or to ship any person at the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to Delivery Point shall be conclusive proof that the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery were delivered in accordance with the Contract Sales Order. If the Delivery Point is unattended or if the supplier cannot otherwise affect delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per daygoods to the Delivery Point then the Supplier may at its option leave the Goods at the Delivery Point or store the Goods at such location as the Supplier may elect. If the Supplier stores the goods, as liquidated damages the Purchaser shall pay or indemnify the Supplier for all cost incurred in or about the storage and the supplier shall be at liberty to re-deliver them to the Purchaser from the place of storage at the Purchaser’s expense. The Purchaser must ensure that the Delivery Point is easily accessible to the Supplier. If the Delivery Point is not easily accessible to the Supplier and then the Purchaser must bear any additional costs reasonably incurred by the Supplier in unloading the Goods. 13.4. Interstate and International orders will depend on Carrier’s schedule and no liability is taken for direct, indirect or consequential loss or damage caused by delay or any other cause. The delivery date represents the time the order is ready to leave the Supplier premises. The Supplier does not accept orders under penalty for late delivery. The Supplier reserves the right to deliver orders in whole or by instalment and each instalment shall be deemed to be sold under a separate contract. Any failure on the part of the company to deliver within the time stated shall not entitle the Purchaser to repudiate the contract in whole or in part. 13.5. Any time quoted for delivery is an estimate only and the Supplier shall not be liable for any loss or damage howsoever arising as a penaltyresult of or in consequence of any failure to deliver or delay in delivery arising from any circumstances whatsoever UNLESS such failure or delay is due to the Supplier’s negligence or wilful default and the Purchaser notifies the Supplier in writing of such loss or damage within TWO (2) days from the Date of Delivery. Any The Purchaser shall not be relieved of any obligation to accept or pay for Goods because of any delay in delivery. If the Supplier determines that, it is or may be unable to deliver within a reasonable time or at all, the supplier may cancel the Sales Order and in the event of such liquidated damages cancellation, the Purchaser shall not have any claim against the supplier for any damage, loss, cost or expense whatsoever. 13.6. Subject to clause 13.5 it is Supplier’s responsibility to ensure that the Services start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) as soon as it is delivered to Buyer, not to exceed 20% reasonably possible. 13.7. The Purchaser must take delivery by receipt or collection of the unit priceGoods whenever they are tendered for delivery. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting that the Contract Purchaser is unable to take delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons Goods as arranged then Supplier shall be entitled to charge a reasonable fee for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurredredelivery and/or storage. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. The Seller shall deliver Product(s) F.O.B. Origin unless otherwise specified by Seller. On request by the Buyer, Seller shall arrange for export and shipment of Product(s) (aincluding transit insurance) Contract delivery schedules and quantities are a material condition of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to at the Buyer's rejectionrisk and expense, and Seller will be to the destination specified by the Buyer. The Buyer is responsible for the cost incurred by Buyer to store and/or obtaining all import permits and customs clearances required to ship the GoodsProduct(s). Once Xxxxx gives notice Upon delivery, title of the rejection Product(s) transfers to Buyer and Buyer bears all risk of loss or damage and the cost of shipment. Seller shall not be liable for liquidated, consequential, incidental, indirect or punitive damages or penalties for late delivery. Seller shall arrange shipment of the GoodsProduct(s) via the mode directed by the Buyer. If the Buyer does not specify the mode of shipment, then the Seller shall arrange to ship the Product(s) by the most cost-effective method; however, in either case, the Buyer shall bear the cost of shipment. The Seller shall not be liable for loss or damage for delay in delivery or failure to manufacture due to causes beyond its reasonable control and/or lack of timely instructions or essential information from Buyer. Where the Buyer notifies the Seller that it cannot take timely delivery of the Products, Seller may place such Products in storage, at the risk of loss Buyer, and damage Buyer shall reimburse Seller for all expenses incurred in connection with such storage. Buyer shall dispose of the packing materials for the Products at its own expense, and shall defend, Indemnify and hold harmless the Seller from any legal obligations in connection with such packing waste. Shortages must be reported in writing to the Goods Seller within five (5) calendar days after receipt; otherwise, shipment is with the Seller. Any acceptance of deliveries late presumed to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery be complete and in accordance with the Contract delivery schedule, Buyer will have the option xxxx of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages lading and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due datepacking list. Buyer shall not be required provide proof of shortage to make payment for Goods which are delivered include a copy of xxxx of lading and/or packing slip. Seller may refuse to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (fdeliver a Product(s) if Seller shall provide a response to an open order report issued by believes, on reasonable grounds, that the Buyer at will be unable or unwilling to pay for the frequency and method determined by product within the Buyerpayment terms. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract delivery schedules and quantities are a material condition Seller agrees to deliver the Goods to Buyer at the Ship To by the Date Required, each as listed on the face of this ContractPurchase Order. Time of deliveries is of the essence. Seller shall prepay all shipment and transportation expenses, taxes, contributions and Seller’s failure to meet Contract delivery schedules or quantities assessments and shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, bear all risk of loss and Seller will be responsible for the cost incurred by Goods subject to this Purchase Order until the same are delivered to Buyer at the Ship To, and Seller shall bear all risks as to store and/or to ship the Goods. Once Xxxxx gives rejected Goods after inspection and any notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rightsrejection. (b) If Seller fails agrees to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% properly ship and prepare for transportation all of the unit price per day, Goods so as liquidated damages and not as a penaltyto prevent damage in transit. Any such liquidated damages Seller further agrees that Seller shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% before delivery provide protection for all of the unit price. Any liquidated damages assessed to Goods from loss, damage, corrosion, deterioration, contamination and other injury or harmful conditions during storage, handling and shipment or transportation; in addition, Seller will be debited from Seller’s account and may be set off against any shall ensure that the Goods comply with all other amount owed to Seller by Buyer. For the avoidance requirements of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contractthis Purchase Order. (c) In No substitution of Goods subject to this Purchase Order is permitted unless accepted in writing by Buyer. If Seller, through no fault of Buyer, does not deliver the event Goods according to the terms of any anticipated or actual delay in meeting the Contract delivery schedulethis Purchase Order, Seller shall: (i) Promptly notify Buyer in writing of the reasons shall be liable for the delay any resulting costs and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested losses whatsoever incurred by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting Buyer reserves the Contract right to postpone delivery schedule is informational only and shall not be construed as of the Goods for a waiver by Buyer reasonable period of any of Buyer’s rights or remedies provided by law or the Contracttime. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance fails to meet the delivery deadline established under this Purchase Order, Buyer may terminate all or part of this Contract’s delivery schedules or blanket releasesPurchase Order. In addition to any other remedies available to Buyer, Buyer shall not have the right upon any such termination to purchase or otherwise procure goods or services similar to that specified in this Purchase Order, and Seller shall be required to make payment liable for the Goods sooner than on averageany cost, the second business day of the second month following this Contract’s delivery schedule expense or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to damage incurred by Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releasesPrice. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. All shipments are made FOB, Destination (a) Contract delivery schedules Delivery), freight and quantities insurance billed separately. INVOICING & PAYMENT Information is not including, with this filing. The omitted material, together with an application for Confidential Treatment thereof, has been filed separately with the Securities and Exchange Commission. WARRANTY & REPAIR: DSC warrants that the Workstation will be free from defects in labor and materials for the TERM of the Agreement (Warranty). At no additional cost to Customer, DSC shall repair or replace Workstation, or any component thereof, that is defective under Warranty, shipping one way. Customer shall purchase accessories and replacement parts fro Allegiance. DSC will perform any non-warranty service or repairs and invoice Customer directly. Non-Warranty repairs include, but are a material condition of this Contractnot limited to, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject damage caused to the BuyerWorkstation, or any component thereof, by improper use, neglect, poor maintenance or willful misconduct, including, but not limited to, improper care of the Workstation's rejectionOptical Slide Assembly. All warranties of Merchantability and/or fitness are expressly excluded. WORKSTATION OWNERSHIP & RISK OF LOSS: The Workstation shall remain the property of DSC and Customer shall execute and deliver a financing statement as provided under the Uniform Commercial Code (UCC), and Seller will if requested, to permit DSC to record as ownership interest in the Workstation. Customer shall be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods Workstation while it is in the Customer's possession (reasonable wear and tear excepted) and shall maintain adequate damage insurance coverage with respect to the Workstation. DSC shall have no obligation with respect to operation or use of Workstation other than that specified in the Instruction & Technical Specifications Manual provided with the SellerWorkstation at installation. Any acceptance of deliveries late ENTIRE AGREEMENT: This agreement is subject to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with Purchaser Agreement between HPG and DSC, which together constitutes the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, entire agreement between DSC and Customer. There are no other understandings or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference agreements between the method Customer and DSC on this matter. This agreement shall be effective upon delivery of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyerfully signed copy to Customer. Buyer reserves the rightCustomer ACCEPTED: Signature _________________________________________ Date:________________________________ Print Name: _____________________________________ P.O./Ref #:__________________________ Vendor: DiaSys Corporation, without loss of discount privileges00 Xxxx Xxxx Xxxxxx, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releasesXxxxxxxxx, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.XX 00000-0000 XXX Telephone: 000-000-0000 Fax: 000-000-0000 DSC ACCEPTANCE: Signature: ___________________________________________ Date: _________________________ Print Name: ____________________

Delivery. Seller shall deliver Integrated Products to Imperva (a) Contract delivery schedules and quantities are a material condition of this Contractor the designated Customers), and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, title and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss to Integrated Products purchased under this Agreement shall pass to Imperva upon shipping of the Integrated Products to their final destination and damage updating Imperva of such delivery by a shipping log, as set forth in Exhibit A of the Agreement (including part number, revision, Serial Number, Challenge key, Tracking number, end user and Order number). Imperva shall pay for all costs of shipping and shipping insurance. Unless Imperva specifies, in writing, the method of shipment and carrier to be used, Seller shall ship Integrated Products in the manner it reasonably deems appropriate given the nature of the Integrated Products. Notwithstanding the foregoing, Seller will, at Seller’s expense, pack, palletize and label all Integrated Product shipments (in a manner acceptable to the Goods is with carriers and that ensures the SellerIntegrated Products safe delivery). Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event Seller becomes aware of any anticipated circumstances that may delay the shipping from Xxxxxxx to the Fulfillment Center or actual delay in meeting delivery from the Contract delivery scheduleFulfillment Center to Imperva (or its designated Customer) of any Integrated Products, Seller shall: (i) Promptly will immediately notify Buyer Imperva in writing of such possible delay (such notice will detail the reasons for the delay and a revised estimated delivery date). If any arrival of Integrated Products at the actions being taken applicable Fulfillment Center or any shipping to overcome Imperva (or minimize the delay; designated Customers) is delayed for more than [***] (ii[***]) Provide Buyer days, Imperva shall have the right to deem a material breach and terminate this Agreement according to section 7 and/or cancel any part of the delayed purchase order. In addition, with respect to a written recovery schedule; and delay in the arrival of Integrated Products at the Fulfillment Center (iii“Delay Type A”), and with respect to a delay in shipping of ordered Integrated Product to Imperva or to Imperva’s designated Customer (“Delay Type B”), Seller shall (within thirty (30) If requested days from the applicable delay event) pay to Imperva the following percentage of the price charged to Imperva for the affected Integrated products as delay compensation charges (“Delay Compensation Charges”) provided that, for each delay event, the Delayed Compensation Charges shall not exceed [***] percent ([***]%) of the price charged by BuyerSeller to Imperva for the affected Integrated Products. Delay Compensation Charges shall not apply on late delivery of third party add-on cards, ship via air or expedited routing to avoid or minimize delay provided that such add-on cards were ordered on time by Seller and were not delivered on time by the third party vendor to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYSFulfillment Center. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. Delay Type Day 1-7 Day 8-14 Day 15-21 Day 22-28 Later A (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer arrival at the frequency and method determined by Fulfillment Center) [***] [***] [***] [***] [***] B (shipping from the Buyer. (gFulfillment Center) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.[***] [***] [***] [***] [***]

Delivery. (a) Contract delivery schedules and quantities are a material condition of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject Unless expressly agreed upon in writing to the Buyer's rejectioncontrary, and the terms of delivery are EXW Neuweiler. Delivery dates are approximate only. Seller will be responsible use commercially reasonable efforts to make the Products available for the cost incurred pick-up and delivery by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any Purchaser within a reasonable time after acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rightsan order from Purchaser. (b) If Seller fails Purchaser bears the risk of loss or destruction of the Products upon and after the first to make delivery in accordance with occur of (i) pick-up or acceptance of the Contract delivery schedule, Buyer will have the option Products by Purchaser or its common carrier at Seller’s place of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULTbusiness, or assessing 0.5% of (ii) the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth tenth (5th10th) day after written notification from Seller that the Purchase Order Promise DateProducts are ready for pick-up at Seller’s place of business. In case Purchaser requests a delay in delivery, and continue until and including Purchaser assumes all risk of loss, damage and/or destruction of the Products from the date on which the Product(s) is delivered Products are ready to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contractdelivered. (c) In Purchaser agrees that it will pick up or cause a common carrier to pick up the event Products at Seller’s place of any anticipated business within ten (10) days after written notification from Seller that such Products are ready for pick-up. If Purchaser or actual delay in meeting its common carrier does not pick up or accept the Contract delivery schedule, Products within ten (10) days after written notification from Seller shall: (i) Promptly notify Buyer in writing of that the reasons Products are ready for the delay and the actions being taken to overcome pick-up or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless if Seller is excused from prompt performance as provided in ¶ 16required to store the Products due to any delay caused by Purchaser, EXCUSABLE DELAYS. Purchaser shall reimburse Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurredreasonable storage charges. (d) Any information Seller reserves the right to make the Products available for pick-up and delivery in installments provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and that such installment shall not be construed as less than one product unit, unless otherwise expressly stipulated to the contrary in a waiver written document signed by Buyer Seller. Delay in delivery of any installment shall not relieve Purchaser of Buyer’s rights or remedies provided by law or the Contractits obligation to accept remaining deliveries. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance If Purchaser should request any modification of the schedule of the normal maturity order after the date specified for delivery. If Seller delivers Goods in advance of this ContractSeller’s delivery schedules or blanket releasesacceptance, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response have the right to an open order report issued by extend the Buyer at the frequency and method determined by the Buyerdelivery time period as reasonably needed to complete Purchaser’s change order. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract TIME IS OF THE ESSENCE IN THE DELIVERY OF ALL PRODUCTS AND SERVICES. Buyer may cancel any Order without penalty if delivery schedules is not made by the date and quantities are a material condition time specified in the Order and such delay is not due to any action of this Contract, and Seller’s failure to meet Contract delivery schedules Buyer or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery otherwise excused in accordance with this Agreement. No change in the Contract scheduled delivery scheduledate or performance will be permitted, unless Buyer will have the option has otherwise agreed in writing. Buyer’s acceptance of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, Products or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day Services after the Purchase Order Promise Date, and continue until and including the scheduled delivery date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as deemed to be a waiver by Buyer of any of Buyer’s rights with respect to such late delivery, nor shall it be deemed a waiver of Seller’s obligation to comply with future scheduled delivery dates and times. Buyer’s schedules are based upon the delivery dates shown on the face of the Order. The Products or remedies provided by law Services shall be delivered in the quantities and on the dates or on expiry of the Contract. (eperiods specified in the Order to the place(s) Goods fabricated named therein at the risk of the Seller, but in excess no event shall the Products be shipped before the earliest shipping date specified on the face of the Order. The Products shall be properly packed and secured in such manner as to reach their destination such that upon arrival they conform in all respect with the Order, and a packing slip shall accompany each parcel. Title to the Products shall pass to the Buyer on the earlier of payment and delivery to the Buyer or its agents. Transfer of such title shall not in advance any way prejudice Buyer’s rights of Buyer's Purchase Order rejection. If any or Blanket release all of the Products are not delivered on the date(s) specified in the Order, the Buyer shall be entitled to accept or reject any such Products and return rejected Products at Seller's ’s risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, and expense without loss prejudice to any other of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due dateits rights. Buyer shall not also be required entitled to make payment for Goods which are delivered to Buyer in excess of recover from the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued any monies paid by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to in respect of such returned Products together with any inquiries made additional expenditure reasonably incurred by the Buyer within two in obtaining other products in replacement. Notwithstanding any language to the contrary on the Proof of Delivery (2“POD”), signing a POD only signifies that a shipment was received by Buyer or its agent(s). Buyer shall have thirty (30) business days to review the contents of the requestshipment and if no claim is made within such thirty (30) days, this will signify that the delivery was as indicated on the POD; provided, however, that Buyer will always be able to file a claim as to the quality of the Products delivered, and Seller recognizes that the quality may not be ascertainable until the Products are used. This Agreement contains specific brand identifiers for most items. Carnival expects that all items delivered will be of the correct brand and item specification. In the event that Seller cannot deliver the contracted brand, the Buyer must be notified immediately. In the event that a brand is delivered that is not the contracted brand and there is no prior written approval from the Buyer, Seller agrees that Buyer shall treat such Products, as test samples which are free of charge to Buyer.

Delivery. (a) Contract delivery schedules and quantities are a material condition of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities Neither Agent nor any Lessor Party shall be considered a material breachliable to Lessee for any failure or delay in obtaining Equipment or making delivery thereof. Any shipments that deviate from Upon delivery of Equipment to Lessee and receipt by Agent of vendor's invoice (clearly designating Agent, on behalf the Contract delivery schedule are Lessor Parties, as the owner) certified and approved by Lessee together with an Individual Leasing Record with respect to the Equipment, duly executed by Lessee and, if requested by Agent, appropriate title papers for such Equipment, Agent shall, during the Commitment Period and subject to the Buyer's rejectionprovisions of this Master Leasing Agreement and provided that no Event of Default has occurred and is continuing, and Seller will be responsible execute such Individual Leasing Record. Each Individual Leasing Record for the cost incurred by Buyer to store and/or to ship Software Equipment shall be clearly designated as such on the Goods. Once Xxxxx gives notice form of the rejection of the Goods, the risk of loss such Individual Leasing Record and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will shall not waive Buyer's rightsinclude any Hardware Equipment. (b) If Seller fails With respect to make delivery those invoices for which Lessee shall require payment on the first Business Day (as defined in Section 5 below) of a calendar quarter, Lessee shall deliver to Agent all Individual Leasing Records along with such certified invoices (clearly designating Agent, on behalf of the Lessor Parties, as the owner) and a report, in a format acceptable to Agent, summarizing the amounts to be funded by no later than the 15th calendar day of the month immediately prior to the commencement of such calendar quarter (the "CUT-OFF DATE"). Any Individual Leasing Records and certified invoices (clearly designating Agent, on behalf of the Lessor Parties, as the owner) received by Agent after the Cut-Off Date preceding such quarter shall be paid in accordance with the Contract delivery schedule, Buyer will have terms and provisions of this Section 3 on the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% first Business Day of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contractnext calendar quarter thereafter. (c) In Agent shall deliver to each Lessor Party a copy of each report received from Lessee pursuant to Subsection 3(b). On the event first Business Day of any anticipated the calendar quarter immediately following the Cut-Off Date for the report occurring during the Commitment Period, provided that the conditions specified herein (including that no Event of Default has occurred and is continuing) have been satisfied or actual delay waived in meeting accordance with the Contract delivery scheduleterms hereof, Seller shalleach Lessor Party shall deposit with Agent, by wire transfer to Agent's account number 3846-9701 at Citibank, N.A., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (reference: Southland), the following amounts by 10:00 AM Eastern Time: (i) Promptly notify Buyer in writing the product of the reasons for the delay and the actions being taken Lessor Party's Tranche A Percentage multiplied by all amounts then payable with respect to overcome or minimize the delay;Software Equipment; plus (ii) Provide Buyer the product of the Lessor Party's Tranche A Percentage multiplied by 86% multiplied by all amounts then payable with a written recovery schedulerespect to all Hardware Equipment; andplus (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance product of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required Lessor Party's Tranche B Percentage multiplied by 14% multiplied by all amounts then payable with respect to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releasesall Hardware Equipment. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract Time is of the essence for Supplier’s delivery, performance and all other obligations arising herein. Buyer has no obligation to accept any delivery schedules and quantities are a material condition of this Contract, and Seller’s failure to that does not meet Contract delivery schedules or quantities the scheduled Delivery Date. Supplier shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible liable for the cost all costs incurred by Buyer as a result of early or late deliveries, including expedited shipment or procurement of replacement Deliverables if Buyer so elects in its sole discretion. Supplier will provide immediate written notice to store and/or Buyer of any anticipated delay and the anticipated actual time for late delivery (hereinafter referred to ship as “Grace Period”- Grace period cannot be longer than eight (8) calendar days). The Parties further acknowledge and agree that the Goods. Once Xxxxx gives notice following liquidated damages are believed to represent a genuine estimate of the rejection loss that would be suffered by Buyer by reason of the Goods, the risk of loss any late deliveries (which losses would be difficult or impossible to calculate with certainty) and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, are neither intended as liquidated damages and not a penalty nor operate as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required entitled to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within assess two (2) business days percent of the requestpurchase price of the late delivered Deliverable for each full calendar day of late delivery starting on the day after the Delivery Date or Grace Period as liquidated damages. Notwithstanding the foregoing, unless Section 22. Force Majeure applies, if Supplier fails to properly deliver the Deliverables, Buyer, in its sole discretion, may do one or more of the following: (i) cancel the PO in whole or in part; (ii) return previously delivered Deliverables which were ordered in connection with the canceled PO and which are no longer needed; (iii) cancel any current PO(s) pursuant to which Buyer had ordered which was related to the canceled PO and which is no longer needed as a result of such cancellation; (iv) declare Supplier to be in default; (v) purchase replacement Deliverables from another source at Supplier’s sole cost and expense; or (vi) insist on compliance with the terms and conditions of this PO by Supplier. Unless otherwise agreed upon in writing between the parties, delivery of the Deliverables will be made pursuant to "FCA Supplier’s facility (Incoterms 2020)". Title to the Deliverables shall be transferred to Buyer upon delivery of the Deliverables to Buyer.

Delivery. Delivery of the Goods to Buyer shall be made: (a) Contract within 30 working days after Seller receives from Buyer an order for standard lockers, (b) within 60 working days after Seller receives from Buyer an order for non-standard lockers and (c) within a mutually agreed upon period after Seller receives from Buyer an order for any other Goods. For purposes of the foregoing, working days shall include Monday-Friday except holidays and normal summer vacation periods when production is suspended by Seller. In no event will Seller be required to deliver any Goods to Buyer with a sales value in excess of $435,000 in any calendar month except when Buyer provides to Seller a ninety (90) day production planning notice. Time is of the essence with respect to the delivery schedules set forth herein and quantities are Seller acknowledges that Buyer may incur significant incidental or consequential damages in the event that Buyer is unable to fulfill its obligations to customers on a material condition timely basis as the result of this Contract, and Seller’s 's failure to meet Contract the delivery schedules or quantities shall be considered a material breachschedule. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejectionHowever, and Seller will not be responsible for the failure to perform its obligations for deliveries if such failure arises out of causes beyond its control and is not the result of its fault or negligence. Such causes may include but are not limited to acts of God, fire, strikes and unusually severe weather. Seller shall not ship, transport or otherwise attempt to deliver any Goods to Buyer unless and until Seller shall have received a written notice from Buyer specifying the type and quantity of Goods required and the location to which such Goods are to be delivered. Seller shall deliver such Goods in accordance with Buyer's instructions, the cost incurred of such delivery to be borne by Buyer. The risk of loss for the Goods shall not pass to Buyer until such time as Seller has delivered the Goods to store and/or the carrier in the manner set forth above. Buyer shall be responsible for obtaining such insurance, if any, as it deems appropriate to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, cover the risk of damage or loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rightsin transit. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract Delivery periods are only binding if the Supplier expressly acknowledges them as such in writing. The delivery schedules period shall begin on the day on which the order was clarified and quantities an order confirmation is present. The delivery period shall be adhered to when the goods leave the factory or the warehouse within the period. If the shipment or collection is delayed for reasons which are a material condition not the fault of this Contractthe Supplier, and Seller’s failure to meet Contract delivery schedules or quantities the period shall be considered a material breachas adhered when the readiness for dispatch notice is given within the agreed period. Any shipments that deviate from If the Contract delivery schedule are subject non-adherence to the Buyer's rejectionperiod is due to force majeure, and Seller will be responsible for e.g. bad weather, mobilisation, war, riot or strike, lock-out, incorrect or delayed deliveries from suppliers or the cost incurred by Buyer to store and/or to ship occurrence of unforeseeable obstacles which are beyond the Goods. Once Xxxxx gives notice control of the rejection Supplier or his suppliers, the period shall be extended appropriately. If the Supplier falls behind schedule, the Purchaser can request delay compensation for each week of the Goods, delay which has been completed in the risk amount of loss and damage 0.5% up to the Goods is with the Seller. Any acceptance a maximum of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.55% of the unit price per day, as liquidated value of the goods which were delivered late if he credibly establishes that he has incurred damages and not as a penaltyresult of the delay. Other compensation claims from the Purchaser due to delivery delays and in lieu of performance shall be excluded in all cases of delivery delays, even if a grace period set for the Supplier expires. This shall not apply in cases of intent, gross negligence or due to injury to life, limb or health. Any such liquidated damages shall start no sooner than change to the fifth (5th) day after burden of proof to the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% detriment of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and Purchaser shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or linked to this. Otherwise the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance right of the schedule Purchaser to withdraw after an unsuccessful expiration of a grace period set for the Supplier shall remain unaffected. The Purchaser is obliged to state whether or not he wishes a withdrawal from the contract and/or compensation in place of performance due to a delay in delivery within an appropriate period when requested by the Supplier. If the Purchaser causes a delay in the shipment or delivery of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on averageobjects, the second business day of Supplier shall be entitled to charge the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required resulting additional costs to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releasesPurchaser. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. Delivery of all Contract items shall be made in accordance with Appendix B, § 45, Product Delivery and § 47, Contractor must offer (a) Contract delivery schedules and quantities are a material condition of this Contractdock delivery, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) inside delivery, and (c) inside delivery to desk/bench top at no additional charge. Inside delivery and inside delivery to desk/bench will be made only when the delivery is a) feasible, b) the delivery location is mutually agreed upon by the Authorized User’s Agency and Contractor and c) inside delivery can be pre-arranged. There shall be no charges for delivery except in the instance of special handling as noted in the paragraph below. Delivery shall be made in accordance with instructions on the Purchase Order from each Authorized User. Orders shall be delivered within three (3) Business Days from the time of receipt of order, except in the instances where the items being ordered require special handling. If Seller fails 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.) Delivery for items requiring special handling may be charged to Authorized Users. Orders shall be received in accordance with § 2.15, Ordering. Special Delivery shall be expressed in number of calendar days required to make delivery in accordance with after receipt of a purchase order. Delivery shall be the Contract most economical method for the proper delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penaltyproduct unless special instructions are stated on the order by the Authorized User. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% Authorized User must be informed of the unit priceadditional cost prior to delivery and agree in writing to the additional charge. Any liquidated damages assessed to Seller will Shipping costs must be debited from Seller’s account prepaid by the vendor and may be set off against added to the invoice with a copy of the freight xxxx. 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 hazardous 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 other amount owed event, delivery shall be the most economical method and the Authorized User must be informed of the additional cost prior to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer and agree in writing to the additional charge. Expedited, overnight delivery air service when standard delivery service is available and the item(s) could be delivered within (3) Business Days from the time of receipt of order will only be allowable and charged to the Authorized Users when such delivery is requested by the Authorized User. The Authorized User must be informed of the reasons for the delay additional cost prior to delivery and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay agree in writing to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurredadditional charge. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract Upon completion of the construction of the Platform and the tests and trials as provided in the Specifications, Seller shall tender delivery schedules of the Platform to Buyer. Prior to tendering delivery, Seller shall have remedied at Seller's sole cost and quantities are a material condition expense any defects discovered by Buyer or Seller in Seller's workmanship or materials including installation of this ContractBuyer Furnished Equipment or any other nonconformity of the Platform with the requirements of the Specifications and performed any retests necessary to ensure that such items have been fully corrected. Buyer shall accept such tender of delivery, and Seller’s failure Buyer shall not have the right to meet Contract refuse to accept delivery schedules or quantities of the Platform provided the same is substantially completed and capable of being utilized by Buyer. Any remaining items shall be considered a material breach. Any shipments that deviate completed by Seller following delivery and prior to departure of the Platform from Seller's Yard, or Buyer and Seller may mutually agree on an appropriate reduction of the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible Price for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rightssuch remaining items. (b) If Seller fails to make delivery in accordance with On the Contract delivery scheduleDelivery Date, Buyer will have shall pay to Seller all amounts payable under this Agreement and Seller and Buyer shall execute and deliver a Protocol of Acceptance and Delivery acknowledging delivery of the option Platform. Seller shall further deliver to Buyer a Bill ox Xxle confirming the conveyance of terminating this Contract in accordance with ¶ 19title to the Platform to the Buyer. which Bill ox Xxle shall (i) generally describe the Platform as a mobile, TERMINATION FOR DEFAULTself-contained and elevating platform, (ii) contain a general warranty of title and freedom from liens (except as to matters arising by, through, or assessing 0.5% under Buyer) in favor of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise DateBuyer, and continue until (iii) be deemed to contain the additional warranties and including covenants set forth in Section 11 hereinbelow without the date on which necessity of making any reference to such warranties in the Product(s) is delivered to Buyer, not to exceed 20% of the unit priceBill ox Xxle. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available shall also deliver to Buyer under the contract at law or equity for other breaches of contractremaining delivery documents set forth in the Specifications. (c) In Seller shall deliver the event of any anticipated or actual delay in meeting Platform along side Seller's dock at the Contract delivery scheduleYard. Following delivery, Seller shall: (i) Promptly notify Buyer in writing of shall have the reasons for right to dock the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are Platform at Seller's risk unless otherwise authorized in writing by BuyerYard for a period not to exceed fourteen (14) days, after which time the Platform must depart from Seller's Yard. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s During such post-delivery schedules or blanket releasesdocking period, Buyer shall not pay to Seller its standard charges for shore power, potable water, and security guard service. All such charges must be required paid by Buyer to make payment for the Goods sooner than on average, the second business day Seller prior to departure of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releasesPlatform from Seller's Yard. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. Partial delivery is not permitted unless otherwise agreed. Supplier must deliver the products to Pressalit on the delivery date at the agreed place of delivery as stated in the order. The products must be delivered within Pressalit’s normal opening hours and be marked with Pressalit’s product number and order number. A packing list must be included product number, order number, quantity delivered, certificates (a) Contract delivery schedules and quantities are a material condition of this Contractwhere agreed), and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice clear specification of the rejection product as well as the name of the Goodspurchaser Unless otherwise agreed, the risk weight of loss and damage to the Goods is with the Sellereach package may not exceed 11 kg. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery The quantity delivered may vary +/- 5% in accordance with the Contract quantity ordered unless otherwise agreed. All documentation must be of a legible quality and prepared in Danish or English unless otherwise agreed. Supplier must immediately notify the Pressalit of any delay or expected delay. If the delivery scheduleis expected to take place after the agreed delivery date and has not taken place on the agreed deli- very date, Buyer will have Pressalit is entitled to cancel the option entire order or parts of terminating this Contract it without notice unless otherwise agreed. Urgent shipments occur at Supplier’s account it Supplier is responsible for the delay. The delivery is considered as defective if it does not correspond to the specifications stated by Pressalit (including agreed qua- lity assurance, process control, measuring reports, quantity, dispatching goods inspection at the Supplier) or does not other- wise correspond to ordinary good standards for products of the type concerned. Within a reasonable period following receipt of the product, Pressalit shall conduct an inspection of the product carried out in accordance with ¶ 19the incoming goods inspection and the routines connected to this, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, which are applicable to Pressalit. Supplier must be notified as liquidated damages and not soon as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event possible of any anticipated or actual delay in meeting flaws and defects the Contract delivery scheduleinspection raises. If the delivered products have defects, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves Pressalit has the right, without loss of discount privilegesaccording to Pressalit’s choice, to pay invoices covering Goods shipped wholly or partially cancel the agreement, return the product to Supplier at Supplier’s own account and risk, demand re-delivery or a subsequent delivery of new products. Possibly in advance combination with the aforementioned xxx.xxxxxxxxx.xxx right regarding defects, the Pressalit can furthermore demand that the Supplier remedies the defects and also contributes to the sorting of the schedule delivered products at the place of delivery, just as Pressalit shall be entitled to remedy the normal maturity after defects at Supplier’s account possibly in combination with the date specified aforementioned right regarding defects. Moreover, if the agreement is not cancelled, Pressalit has the right to demand a proportionate discount on the purchase sum as well as demand compensation for deliveryloss pursuant to the ordi- nary rules of Danish law including subsequent costs. If Seller delivers Goods in advance of this ContractPressalit’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, products does not imply the second business day waiving of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required sub- mitted claims to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releasesSupplier caused by flaws and defects. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract delivery schedules and quantities are a material condition 3.1 After the Order is accepted, Viatel shall use all reasonable endeavours to provide the Service by the Requested In Service Date. Viatel shall notify the Customer of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities the Committed Delivery Date as soon as is reasonably practicable following acceptance of the Order. 3.2 The Service shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject provided by Viatel to the Buyerrelevant Demarcation Point(s). The Customer shall ensure the Customer side of the Demarcation Point (including any equipment provided by the Customer) meets all technical specifications included in the Order or as otherwise specified by Viatel. 3.3 Where the Demarcation Point is within a Site owned or occupied by Viatel, then the Customer shall comply with the access and operating procedures of that Site and/or any other procedures that may be notified to the Customer. Where the Demarcation Point is in a non-Viatel location, to enable Viatel to deliver the Service, the Customer shall: (i) provide to Viatel the Site and demarcation information as reasonably required by Viatel; (ii) at its own expense prepare the Site in accordance with Viatel's rejectionreasonable instructions and in accordance with all applicable health and safety requirements; (iii) procure the grant to Viatel of access to the Site including the obtaining of all necessary wayleaves, consents, licenses or other permissions. Where such information or access is delayed, the Committed Delivery Date may be extended by Viatel by one day for every day of delay. 3.4 Viatel shall use reasonable endeavours to issue an In- Service Notification when the Service is ready to hand over. The Customer shall, within five (5) Business Days of receipt of such In Service Notification, notify Viatel of any Fault. In the event that a Service is to be provided to multiple Sites, such notification shall specify the Sites which are affected by the Fault, with the Service being deemed Accepted with respect to all other Sites. In the event that Customer notifies Viatel of a Fault then, as the Customer’s sole and Seller will exclusive remedy, Viatel shall use reasonable endeavours to rectify the Fault and either provide the Customer with a new In-Service Notification or reconfirm the previous In-Service Notification. 3.5 The Service shall be deemed Accepted by the Customer upon; (i) the expiry of the ten (10) Business Days period referred to in Clause 3.4 where no notification as to any Fault has been made by the Customer; or (ii) reconfirmation by Viatel of an In Service Notification in accordance with Clause 3.4; or (iii) where no In Service Notification has been issued, upon the date the Customer first uses the Service. 3.6 Where Viatel is solely responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery scheduleCommitted Delivery Date, Seller shall:then Viatel shall provide the Customer with applicable Service Credits as defined in the Service Schedule. (i) Promptly notify Buyer in writing 3.7 Unless procured by the Customer, Tail Circuits required for the provision of the reasons for Service shall be detailed in the delay Order and shall be provided by a third-party operator. Any rights, remedies, credits or service the actions being taken Customer may have, or be entitled to overcome regarding a Tail Circuit, are limited to those rights, remedies, credits or minimize service which Viatel (and/or any relevant Viatel Affiliate) may be entitled to under its agreement with the delaythird-party operator of the Tail Circuit; 3.8 The estimated costs for any relevant Tail Circuit(s) shall be incorporated within the Charges indicated on the Order but may remain subject to a survey of the relevant Customer Site by the third-party operator and may be subject to change, with any such change (iiwhether constituting an increase or decrease in the Charges) Provide Buyer with being passed onto the Customer in its entirety. 3.9 The Customer acknowledges that Viatel may use Affiliates and/or subcontractors to provide a written recovery schedule; andService (or any part thereof). (iii) If requested by Buyer3.10 Viatel acknowledges that, ship via air or expedited routing to avoid or minimize delay subject to the maximum extent possible, unless Seller is excused from prompt performance as provided Customer’s compliance with the obligations and undertakings set out in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying clause 6 the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as Customer may resell a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond Service to any inquiries made by the Buyer within two (2) business days of the request.third party

Delivery. (a) Contract 6.1 Unless otherwise agreed by the Parties, the delivery schedules and quantities are a material condition of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection Products under a Purchase Order shall take place as per the specific Incoterms of the Goods, the risk International Chamber of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery Commerce included in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Dateby Company. The loading, transport, preparation for unloading and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% unloading of the unit price. Any liquidated damages assessed to Seller will Products purchased shall be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer carried out under the contract responsibility and at law or equity for other breaches the expense of contractthe Supplier, unless otherwise expressly regulated by the specific Incoterms of the International Chamber of Commerce included in the Purchase Order by the Company. (c) In 6.2 If the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which Products are delivered to Buyer Company in excess of the quantities included in the Purchase Order, Company shall choose to pay for the excess or to return to the Supplier the excess at Supplier’s expense. 6.3 Any carrier engaged by the Supplier, if applicable, shall comply with all requirements under applicable laws relating to the transportation of the Products in and to each jurisdiction in which the Products are transported and delivered and with such other requirements as may be specified in this Contract’s the Purchase Order. The Supplier shall adopt appropriate agreements with its carrier prior to the effective delivery schedules for loading. All transport vehicles shall be professionally operated and shall comply with all such laws and other requirements. Hazardous Products shall be unloaded by the recipient of the Products. These operations shall be carried out in strict compliance with current applicable regulations according to the hazardous or blanket releasesnon-hazardous nature of the Products. For hazardous Products in particular, a security adviser shall be appointed for loading and another for transport with valid authorisation. The Supplier must be able to show proof, upon Company request, of these appointments and authorisations, when applicable. (f) Seller shall provide a response to an open order report issued 6.4 The timing of delivery is of the essence. Delivery dates included by the Buyer at Company in the frequency Purchase Order and method determined delivery times given by the BuyerCompany to the Supplier for delivery of the Products shall be firm and binding and constitute an essential part of the Agreement. The Supplier shall not deliver before the delivery date without authorization of the Company by written notice and, in such case, the Supplier shall compensate the Company because of the expenses caused due to the authorized early delivery. The authorized early delivery does not change the mechanism nor the payment periods foreseen for the delivery on date. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond 6.5 Without prejudice to any inquiries made by other rights or remedies available to Company at law or in equity, if the Buyer within two Products are not delivered on the due date, the Supplier shall pay to Company liquidated damages in the amount equal to: a) one per cent (21%) business days of the request.price of the Products delayed for every week or fraction of delayed week during the four

Delivery. (a) Contract Unless otherwise agreed by the Parties, the delivery schedules and quantities are a material condition of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection Products under a Purchase Order shall take place as per the specific Incoterms of the Goods, the risk International Chamber of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery Commerce included in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Dateby Company. The loading, transport, preparation for unloading and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% unloading of the unit price. Any liquidated damages assessed to Seller will Products purchased shall be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer carried out under the contract responsibility and at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing expense of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possibleSupplier, unless Seller is excused from prompt performance as provided otherwise expressly regulated by the specific Incoterms of the International Chamber of Commerce included in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for deliveryCompany. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which Products are delivered to Buyer Company in excess of the quantities included in the Purchase Order, Company shall choose to pay for the excess or to return to the Supplier the excess at Supplier’s expense. Any carrier engaged by the Supplier, if applicable, shall comply with all requirements under applicable laws relating to the transportation of the Products in and to each jurisdiction in which the Products are transported and delivered and with such other requirements as may be specified in the Purchase Order. The Supplier shall adopt appropriate agreements with its carrier prior to the effective delivery for loading. All transport vehicles shall be professionally operated and shall comply with all such laws and other requirements. Hazardous Products shall be unloaded by the recipient of the Products. These operations shall be carried out in strict compliance with current applicable regulations according to the hazardous or non-hazardous nature of the Products. For hazardous Products in particular, a security adviser shall be appointed for loading and another for transport with valid authorisation. The Supplier must be able to show proof, upon Company request, of these appointments and authorisations, when applicable. The timing of delivery is of the essence. Delivery dates included by the Company in the Purchase Order and delivery times given by the Company to the Supplier for delivery of the Products shall be firm and binding and constitute an essential part of the Agreement. The Supplier shall not deliver before the delivery date without authorization of the Company by written notice and, in such case, the Supplier shall compensate the Company because of the expenses caused due to the authorized early delivery. The authorized early delivery does not change the mechanism nor the payment periods foreseen for the delivery on date. Without prejudice to any other rights or remedies available to Company at law or in equity, if the Products are not delivered on the due date, the Supplier shall pay to Company liquidated damages in the amount equal to: a) one per cent (1%) of the price of the Products delayed for every week or fraction of delayed week during the four (4) first weeks of delay; and b) three per cent (3%) of the price of the Products delayed for every week or fraction of delayed week as from the five week of delay. In no event such liquidated damages shall exceed twenty per cent (20%) of the price of the Products delayed, which amounts shall become due and payable to Company immediately. Company shall be entitled to deduct t relevant amount of liquidated damages from any amount pending of payment by the Company to the Supplier. Without prejudice to any other rights or remedies available to Company at law or in equity, upon failure by the Supplier to deliver the agreed quantities of the Products, Company is entitled to (i) reject the Products or subsequent attempted deliveries thereof, or (ii) demand performance, rescind or terminate the Agreement, in whole or in part, without any liability for Company. RISK AND TITLE Risks of loss of or damage to the Products shall pass from the Supplier to the Company upon delivery according to the applicable Incoterm 2010. Title to the Products shall pass from the Supplier to Company upon delivery of the Products to Company according to the applicable Incoterm 2010. Company shall have no responsibility whatsoever for the Products or any liabilities in connection therewith arising prior to the time title to the Products has so passed to Company. PRICE AND PAYMENT The prices of the Products (and any option or rate incorporated herein) shall be fixed and are not subject to escalation throughout the Agreement’s validity regardless of any changes in currency rates, revenue laws, treasury regulations or tariffs, increases in the appraisal of the value of the Products by the customs authorities of any country or other variables. Exceptionally, the prices may be readjusted, if the Parties agree in writing on the criteria, formula and procedure to be applied in order to do adjust the price. The prices are exclusive of any sales, use, excise, value-added, or other similar tax applicable to the Products provided pursuant to this Contract’s Agreement. The Supplier shall be responsible for the payment of all other taxes, duties, levies, imposts or other charges relating to or arising out of the Agreement and the purchase and sale and delivery schedules of the Products by the Supplier to Company hereunder. If and to the extent that Company pays any taxes, duties, levies, imposts or blanket releases. (f) Seller other charges payable by the Supplier, the Supplier shall reimburse such payment promptly upon request. Upon the request of Company, the Supplier shall provide all reasonable assistance to cause the benefit of any credit, rebate, drawback or other recovery, to which Company is entitled to be passed along to Company. The prices include any applicable withholding tax, and the amount received by Supplier after deduction of any applicable withholding tax shall be final. Supplier shall have no right to request any additional payment(s) to compensate for the tax withheld on the prices. The obligation to withhold any tax shall be the exclusive responsibility of the Company. Company shall timely pay the tax withheld to the relevant governmental authority. In order to apply any tax exemption, reduced withholding tax rate, or other similar tax benefit, Supplier shall provide Company with a response to an open order report tax residence certificate issued by the Buyer relevant governmental authority of the country of tax residence for the purposes of applying the relevant tax treaty. If this certificate is not provided by Supplier on time to the Company, then the Company will apply the withholding tax rate applicable according to the local applicable legislation of its country of residence and not the beneficial reduced tax rate or exemption The price of the delivered Products shall be paid by the Company to the Supplier according to the legislation/regulation defined in each country subject to the receipt of a valid invoice. Invoices of the Supplier shall comply the applicable legislation of the country in which invoice is issued and with Company’s reasonable requirements, must be accompanied with relevant supporting documents and must include the Purchase Order number. If the Supplier invokes the application of an agreement for avoiding double taxation according to clause .3. above, the Supplier shall provide Company with a corresponding tax residence certificate along with the invoice or promptly thereafter. If Company is obliged to withhold any taxes from its payments to the Supplier, Company shall, at the frequency Supplier’s request, deliver to the Supplier a certificate of withholding, stating the taxes withheld and method determined the sums paid as mentioned in Clause 8.3. above at the time at which, according to the legislation of the Company´s country of residence, this certificate must be issued by the Buyerrelevant Government Authority. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (aA) Contract Unless otherwise agreed to in writing, Titeflex shall deliver the Product, Exworks Springfield, Massachusetts (Incoterms 2010); freight prepaid by Titeflex and added to invoice, the place of shipment named herein within a reasonable time after receipt by Titeflex of Customer’s written acceptance. Typically, our customer will be contacted 24 hours prior to delivery. Typically transit time will be 7-10 business days from date of pickup from the Titeflex warehouse. Deliveries shall be made during normal business hours Monday through Friday. Once attempt to deliver will be made. Should delivery schedules need to be rescheduled, any additional costs incurred for redelivery and/or storage fees will be charged to the Customer. Titeflex shall use reasonable efforts to make timely delivery but shall be excused from any delays arising out of causes beyond its reasonable control. Any specific delivery dates that may be stated are approximate. Titeflex shall, under no circumstances, be liable for damages, incidental or consequential (hereinafter contemplated as including, but not limited to, damages for lost profits, lost sales and quantities are a material condition of this Contractinjury to person or property), and Seller’s for delays, or failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives give notice of the rejection of the Goodsdelay, the risk of loss and damage whether or not caused by or resulting from Titeflex’s negligence. Customer agrees not to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rightsmake such claim on Titeflex. (bB) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% proper tender of the unit price per dayProduct is made and completion of delivery is prevented through no fault of Titeflex, as liquidated damages Titeflex may specify a reasonable alternative place of delivery. Customer agrees that all costs of storage and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Datetransport incurred following an initial attempt at delivery are hereby allocated to and imposed upon Customer, and continue until and including shall be added by Titeflex to the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit sale price. Any liquidated damages assessed Delivery may at any time be withheld by Titeflex pending payment of any sum due from the Customer to Seller will be debited from Seller’s account and may be set off against Titeflex under this Order or any other amount owed to Seller by Buyeragreement. For Titeflex will return Product via the avoidance of doubt, liquidated damages incoming method unless an alternative method has been indicated on the purchase order or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise change authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at Customer representative. Please note that the frequency above delivery statement does not apply for deliveries made outside the 48 contiguous States. See quotation for delivery terms and method determined by the Buyerconditions. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. 8.1 The Contractor shall deliver the Products EXW(Incoterms 2010) at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions specified in the Purchase Orders (a) Contract delivery schedules and quantities are a material condition of this Contractfor shipping instructions, and Seller’s failure refer to meet Contract delivery schedules or quantities shall be considered a material breachArt. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods9). Once Xxxxx gives notice of the rejection of the Goods, the risk All risks of loss and or damage to the Goods is Products shall remain with the Seller. Any acceptance of deliveries late to the Contract Contractor until delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery takes place in accordance with the Contract delivery scheduleLTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises. 8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, Buyer will have including the option manufacturing period, until the Products are available for dispatch from the point of terminating this Contract origin. The Products should be announced in due time to the responsible Quality Control Agent as being available for Sampling and Quality Control (for details on the Quality Control Agent and if required at all, see respective Purchase Order) and/or similarly for Pre-Shipment Inspection. 8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with ¶ 19instructions on a Purchase Order, TERMINATION FOR DEFAULTand verification by IDA’s personnel or representatives, or assessing 0.5% including the Quality Control Agent and the consignee that the Products are in a satisfactory condition. Inspection and verification of the unit price per day, Products shall be made as liquidated damages soon as reasonably practicable after receipt and not as a penalty. Any such liquidated damages XXX shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, be entitled to reject and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% refuse acceptance of the unit priceProducts not conforming to this LTA. Any liquidated damages assessed Payment for any non-conforming Products pursuant to Seller will this LTA shall not be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For deemed an acceptance of the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contractProducts. (c) 8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives, does not involve the operational and functional status of the Products. 8.5 In the event that the Contractor is not able to ensure delivery by the delivery dates specified in a Purchase Order, XXX shall be entitled to request the Contractor to pay any additional freight cost which may reasonably be incurred as the result of any anticipated or actual delay in meeting IDA’s obligations to its clients to deliver the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay Products on time and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurredstock outs. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. 5.1. The Supplier shall inspect the Products, prior to each delivery thereof, at the Supplier’s facilities to determine whether the Products meet each of the criteria (athe “Supplier Inspection Criteria”) Contract set forth on the “run-sheet” for the Products (the “Run-Sheet”) and, if the Products satisfy all of the Supplier Inspection Criteria, the Supplier shall place a “stamp of approval” on the package in which such Products are to be delivered to Purchaser. 5.2. Subject to Section 5.1, unless otherwise designated by the Purchaser in writing, delivery schedules will be ex warehouse Supplier’s facility located in the C2 Building in Cheongju, Korea, and quantities the Supplier shall deliver the Products to the Purchaser on or before the delivery date as provided in the relevant Purchase Order. Once the Products are a material condition delivered to Supplier’s /*****/ = Portions of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule exhibit are subject to a request for confidential treatment and have been redacted and filed separately with the Buyer's rejectionSecurities and Exchange Commission. facility located in the C2 Building in Cheongju, Korea or any other place designated by Purchaser in writing, delivery shall be deemed completed and the title to, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage of, the Products shall pass to the Goods is Purchaser. The Purchaser may request that the Products be delivered to a location designated by the Purchaser. If the Supplier agrees to deliver the Products to such location designated by the Purchaser, then the Purchaser shall bear all costs and expenses incurred in connection with handling, adequate insurance and transportation of the SellerProducts from the Supplier’s facility located in the C2 Building in Cheongju, Korea, to the location designated by the Purchaser. In the event the Supplier fails to deliver the Products on or before the delivery date as provided in the relevant Purchase Order, or to the location designated by the Purchaser pursuant to this Section 5.2, the Supplier shall pay a delay charge of eight percent (8%) per annum of the total Unit Price of the non-delivered Products per day. 5.3. Any acceptance default or delay by the Supplier in delivering the Products in part under a Purchase Order shall not affect the delivery of deliveries late the remaining Products under such Purchase Order or any other Purchase Orders, so that the Supplier shall continue to deliver the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery Products in accordance with the Contract delivery scheduleunaffected part of such Purchase Orders. 5.4. The Supplier shall deliver the Products with a packing list, Buyer will have the option stamp of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% approval placed on each package of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is Products delivered to Buyerthe Purchaser, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account Run Sheet and may be set off against any such other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation documents as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized separately agreed in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of Supplier and the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releasesPurchaser. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract delivery schedules and quantities are a material condition Time will not be of the essence under this Contract, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails Unless stated otherwise in Nepean’s quotation, all Goods are supplied ex-works at the place of manufacture and delivery to make a carrier's vehicle, including loading, shall constitute delivery by Nepean to the Purchaser. No allowance has been made in accordance with the Contract Price for transport, insurance or unloading costs. Where the Purchaser requests delivery scheduleother than ex- works Nepean, Buyer will have at its sole discretion, may agree to act as agent for the option Purchaser to effect such delivery and all costs of terminating this Contract carriage and insurance in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller relation thereto will be debited from Seller’s account to the Purchaser's account. In any event the Purchaser shall ensure provision of reasonable access to the point of delivery and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreedfor off-upon remedies for loading and/or handling without delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In Nepean reserves the event right, in its sole discretion to make partial deliveries of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay Goods and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay invoice such partial deliveries separately to the maximum extent possible, unless Seller is excused from prompt performance as provided Purchaser in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method accordance with clause 6 of shipping specified these Terms and the actual air or expedited rate incurredConditions. (d) Any information Unless otherwise expressly agreed in writing by Xxxxxx, all delivery dates provided by Seller regarding Nepean are approximate only and although every reasonable effort will be made by Nepean to deliver Goods by the estimated delivery date, any anticipated or actual delay in meeting failure by Nepean to deliver the Goods by any particular date will not entitle the Purchaser to cancel the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of or void any of Buyer’s rights these terms of this Contract or remedies provided by law entitle the Purchaser to claim any compensation whatsoever (including liquidated or the Contractunliquidated damages) from Nepean for late delivery. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized Where Xxxxxx agrees in writing to guarantee a delivery date, Nepean will not be liable for failure to fulfil or for delays in delivering the Goods where delivery is prevented, delayed or hindered by Buyer. Buyer reserves the righta force majeure event, without loss of discount privileges, to pay invoices covering Goods shipped in advance any act or omission or direction of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on averagePurchaser, the second business day of the second month following this ContractPurchaser’s delivery schedule employees, agents or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contractcontractors or where Nepean is delayed by any other cause beyond Nepean’s delivery schedules or blanket releasesreasonable control. (f) Seller shall provide a response to an open order report issued by All delivery dates are dependent upon the Buyer at timely receipt of the frequency Purchaser’s written order, all necessary particulars or details required for production and method determined by the Buyerpayment of any progress claims strictly in accordance with this Contract. (g) Seller If after a period of 14 days from the date Nepean notifies the Purchaser that Goods are ready for delivery and delivery of such Goods is delayed for any reason beyond Nepean’s reasonable control Nepean shall enter material be entitled, at its sole discretion, to arrange for suitable storage of such Goods at its premises or elsewhere and Nepean shall take reasonable measures to protect the Purchaser's interest in such Goods. To the extent permitted by law, the Purchaser shall pay all reasonable costs of such storage together with all reasonable costs of insurance, demurrage, handling and other contingent charges as a result of the storage and delivery Promise Dates into of the Oracle iSupplier systemGoods. (h) Seller shall respond In addition to any inquiries made sub clause (g) above, if Goods are in whole or in part ready for delivery and if delivery of such Goods is delayed by reason of instructions given, or lack of instructions by the Buyer within two (2) business days Purchaser, or any other delay outside of the requestNepean’s reasonable control, then Nepean shall be entitled to invoice and payment for those Goods in accordance with clause 6(d).

Delivery. 8.1. All invoices shall be paid in full before Delivery of the Order takes place. 8.2. A Delivery Note (acopy or original) Contract signed by any employee of the Reseller shall be prima facie proof that Delivery was made to the Reseller of any of the Goods. 8.3. MOTHERKIND shall be entitled to deliver the Order in instalments, in the quantities as determined by MOTHERKIND and in the event that MOTHERKIND makes Delivery to the Reseller in instalments, each instalment shall be deemed to be the subject of a separate contract and non-delivery schedules or delay in Delivery of any instalment shall not affect the balance of the contract or entitle the Reseller to cancel the contract or this Agreement. When Goods are delivered in instalments, statements and quantities invoices relating to separate deliveries shall be payable prior to Delivery of each separate instalment and no payment shall be postponed until such time as all the Goods in the Order have been Delivered. 8.4. Delivery of the Goods to the Reseller should take place within 5 (five) Business Days after payment is received by MOTHERKIND or as soon as possible after any delivery dates which may be agreed between the Parties in writing. 8.5. Any delivery dates given are estimates only quoted in good faith and if no dates are specified, delivery shall be within a material condition reasonable time. Whilst every effort will be made to dispatch Orders within the given time frame, MOTHERKIND does not guarantee dispatch on any specific date and shall not be liable for any loss and/or damage for failure to effect delivery/ dispatch timeously for any reason beyond MOTHERKIND’s reasonable control. 8.6. MOTHERKIND is entitled to engage the services of a third party to deliver the Order to the Reseller’s stipulated address. Should the Reseller wish to engage the services of its own third party to deliver the Order, the request shall be made in writing to MOTHERKIND and all costs shall be for the Reseller’s account. The Reseller hereby indemnifies MOTHERKIND against any loss or damage whatsoever arising from or in connection with this Contractdelivery. 8.7. In the event that MOTHERKIND transports the Goods to the Reseller, Delivery of the Goods shall be deemed to have taken place when the Goods are off-loaded at the Delivery Place, or on-loaded to the Reseller or its agent’s vehicle, where the Goods are collected by the Reseller or its agent from MOTHERKIND’s Premises. The signature of any employee of the Reseller on a Company Delivery Note or Statement shall on the face of it be proof of the proper Delivery of the Goods. 8.8. In all cases where Delivery to the Reseller occurs by carrier, the carrier shall be the Reseller’s agent, and Seller’s failure Delivery to meet Contract delivery schedules or quantities such carrier by MOTHERKIND shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject deemed to be Delivery to the Buyer's rejectionReseller. The signature of any employee of the carrier shall on the face of it be proof of proper Delivery to the Reseller. Should MOTHERKIND, at the Reseller’s request, agree to engage a carrier to transport Goods to the Reseller, such carrier shall be the Reseller’s agent and Seller will MOTHERKIND shall engage the carrier on such terms and conditions as it deems fit and the Reseller indemnifies MOTHERKIND against all demands and claims which may be responsible for made against it by the cost incurred by Buyer carrier so engaged and all liability which MOTHERKIND may incur to store and/or to ship the carrier arising out of the transportation of the Goods. Once Xxxxx gives notice The Reseller will be liable for payment of all costs due to the said carrier in respect of the rejection transport of the Goods to the Reseller. 8.9. Delivery of Goods to the Delivery Place by MOTHERKIND shall constitute proper Delivery of the Goods, despite the risk fact that such address may not have been the address or premises of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rightsReseller. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty8.10. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and MOTHERKIND shall not be construed as liable for any non-delivery of Goods or incorrect or damaged Goods unless the Reseller has reported the non-delivery or damage within a waiver by Buyer period of any 7 (seven) days of Buyer’s rights or remedies provided by law or Delivery of the ContractGoods. (e) 8.11. If the Reseller fails to take Delivery of the Goods fabricated in excess ordered, or in advance any way delays the Delivery of Buyer's Purchase Order or Blanket release are at Seller's Goods ordered, then the risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, Goods shall immediately pass to the Reseller and the Reseller shall be liable to pay invoices covering Goods shipped in advance MOTHERKIND the reasonable costs of storing, insuring, and handling the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releasesGoods, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releasesuntil Delivery takes place. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. The delivery of the Assets shall be deemed complete once the Assets have been loaded for transport on transportation trucks, vessels, and/or shipping containers and the Parties have exchanged an executed Xxxx of Sale and Protocol of Delivery and Acceptance in forms substantially similar to those set out in Exhibits B and C, which shall occur no later than fifteen (a15) Contract delivery schedules and quantities are a material condition business days after the execution of this ContractAgreement. The representations, warranties, covenants, and Seller’s failure to meet Contract agreements set forth in this Agreement shall survive delivery schedules or quantities of the Xxxx of Sale and the Protocol of Delivery and Acceptance. Seller shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for all cost, expense, and risk arising out of or related to the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice loading of the rejection Assets. Buyer shall be responsible for all cost, expense, and risk arising out of or related to the transport on Buyer-supplied transportation trucks, vessels, and/or shipping containers and unloading of the GoodsAssets following delivery. The Buyer shall, no later than twenty (20) business days after the date of this Agreement and at its sole cost and expense remove the Assets from its respective current locations. If the Buyer has not removed the Assets after the said period of twenty (20) business days, the risk of loss Buyer acknowledges and damage agrees that the Seller has the right to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% dispose of the unit price per dayAssets in any manner it sees fit. The Assets shall be delivered “AS IS, as liquidated damages and WHERE IS” in their present condition, including any environmentally sensitive materials, equipment, liquids or product which require special handling or disposal (including, but not as a penalty. Any such liquidated damages shall start no sooner limited to, those with asbestos, those with NORM levels greater than zero, etc.) comprising any part (or the fifth (5thentirety) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller Assets, with all faults accepted by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event Seller has no knowledge of any anticipated health hazard or actual delay in meeting environmental risk associated with the Contract delivery schedule, Seller shall: (i) Promptly notify Assets and Buyer in writing acknowledges that regardless of the reasons Seller’s lack of knowledge, it has had its own opportunity to verify and inspect the Assets to determine any such hazards and that it has its own independent obligation to determine the condition of the Assets prior to sale. Buyer acknowledges that such hazards could include naturally occurring radioactive material ("NORM") because of the Assets’ use in oil field related activities. Buyer agrees to take all responsibility for testing for the delay presence of NORM and the actions being taken to overcome Buyer expressly waives any claim whatsoever it may have against Seller arising out of or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay related to the maximum extent possible, unless Seller is excused from prompt performance as provided existence of NORM or other such hazards in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by BuyerAssets. Buyer reserves understands that, inasmuch as the rightpresence of NORM may constitute a health hazard, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not special safety and handling procedures may be required to make payment for the Goods sooner than on average, removal and disposal of NORM from the second business day of the second month following this Contract’s delivery schedule Assets if such may be found and Buyer acknowledges and agrees to take all such action as may be necessary or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess remove and dispose of the quantities specified in this Contract’s delivery schedules or blanket releasessuch NORM. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract delivery schedules and quantities are a material condition of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities The Goods and/or Services shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject delivered to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice specified premises of the rejection of Purchaser on the Goods, date specified in a Purchaser's written Purchase Order ("the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rightsDelivery Date") or call-off schedule. (b) If Seller fails to make delivery in accordance with The Supplier shall notify the Contract delivery schedule, Buyer will Purchaser immediately of any matters which have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against could delay any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contractscheduled deliveries. (c) In the event of any anticipated Unless otherwise specified in these Conditions or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer agreed in writing by the Purchaser, the Goods and/or Services may not be delivered by installments after a delivery date and if the delay materially affects the use of the reasons for Goods and/or Services by the delay and Purchaser, the actions being taken Supplier may not be entitled to overcome progress payments in respect or minimize on account of the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to supply of the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurredGoods and/or Services. (d) Any information provided by Seller regarding any anticipated or actual delay The Supplier shall ensure that all invoices, packing slips, delivery dockets and correspondence show the Purchaser's Purchase Order number, Purchaser's Goods and/or Services part number and description shown on the front of the Purchaser's Purchase Order. Failure to do so may result in meeting the Contract delivery schedule is informational only delays in processing such documents, in inspection and acceptance of Goods and/or Services and payment and shall not be construed as a waiver by Buyer entitle the Purchaser in such circumstances to claim an extension of any of Buyer’s rights or remedies provided by law or time for attending to the Contractsame. (e) The Goods fabricated in excess or in advance of Buyerand/or Services, shall be addressed for delivery to the Purchaser's Purchase Order or Blanket release are site at Seller's risk 00-000 Xxxxxxx Xxxxxx, Rosebery, 2018, New South Wales, Australia, unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releasesthe purchase order. (f) Seller shall provide a response The Purchaser reserves the right to an open order report issued by refuse to accept liability for any Goods and/or Services delivered in excess of the Buyer at quantity ordered or not in accordance with the frequency and method determined by the BuyerPurchaser's Purchase Order. (g) Seller shall enter material All deliveries from the Supplier or its authorized Representative will be accompanied by a delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days docket. An authorized representative of the requestPurchaser must acknowledge delivery of Goods and/or Services in writing. Such acknowledgment shall not mean that the Purchaser accepts the quality or merchantability of the Goods and/or Services, and the Goods and/or Services shall be subject of inspection pursuant to Clause 8.

Delivery. (a) Contract 3.1 Delivery is deemed to have taken place when the Purchaser personally or through its appointed delivery schedules and quantities are a material condition agent takes possession of this Contract, and the goods at the Seller’s failure premises. The Seller will notify the Purchaser when the goods are ready for collection. If the Purchaser fails to meet Contract take delivery schedules or quantities shall be considered a material breach. Any shipments that deviate within 3 business days from the Contract delivery schedule date on which the Seller notifies it that the goods are subject to the Buyer's rejection, and Seller will be responsible ready for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goodscollection, the risk of loss and or damage to the Goods is with goods shall immediately pass to the Purchaser who shall refund to the Seller on demand the reasonable costs (including storage, transport and insurance) of moving the goods and storing them during the period of the delay. 3.2 The Purchaser shall be responsible for the removal and transportation of the goods from the Seller. Any acceptance ’s premises and the offloading of deliveries late the goods at the Purchaser’s premises and shall bear all costs associated therewith. 3.3 All delivery agents are deemed to be acting as agents of the Purchaser and risk of loss or damage passes to the Contract Purchaser once the goods are in the possession or control of such delivery schedule will not waive Buyer's rightsagents. 3.4 Agreed dates of delivery are approximate dates only. Whilst the Seller shall use its reasonable endeavours to effect delivery on the agreed date, the Seller reserves the right to defer the date of delivery or to cancel the contract or reduce the volume of goods ordered by the Purchaser (bwithout liability to the Purchaser) If if the Seller fails is prevented from or delayed in performing under this agreement due to make delivery in accordance with circumstances outside the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% reasonable control of the unit price per daySeller, as liquidated damages and including but not as a penaltylimited to acts of God, government actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, drought, lockouts, strikes or other labour disputes or delays affecting carriers or inability or delay in obtaining supplies of products. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated such a delay or actual delay in meeting failure to effect delivery the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of liable to the Purchaser for any of Buyer’s rights loss, damage or remedies provided by law expense arising from such delay or the Contractfailure. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract 6.1 Delivery takes place on agreed ICC INCOTERMS in its most recent version at the moment of the agreement. If no INCOTERMS apply, delivery schedules and quantities are a material condition of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate understood to occur at the moment unloading has finished taking place at the location designated by Buyer. 6.2 Time of delivery of the Goods and of performance of the Services is of the essence and shall start to run from the Contract delivery schedule are subject to date of acceptance by the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including or the date on which the Product(s) Seller is placed in possession of such information and drawings as may be necessary to enable him to start work on the Goods or the Services, whichever may be the later. 6.3 Delivery of Goods in instalments shall be permitted only with the consent of the Buyer and such permission, if given, shall not entitle the Seller to claim payment prior to completion of the present Agreement unless the Buyer has agreed in writing. 6.4 If the Buyer is not able to accept delivery of the Goods or installation of the Goods when due, the Seller shall be responsible for arranging suitable storage at suitable premises of the Goods, advising the Buyer beforehand of the particulars of such proposed storage and the Seller shall also ensure that the Goods and the premises in which they are stored are properly insured against all the usual risks and notify the Buyer of such insurance cover. 6.5 If delivery is made before the delivery date specified in the Purchase Order, the Buyer may return the Goods to the Seller at the Seller's risk and expense. 6.6 Each delivery must be accompanied by details of the exact quantity and description of the Goods and/or the Services performed. Shipping documents and a separate invoice stating the relevant Purchase Order number for each shipment must be sent by first class mail to the Buyer's plant or office which issued the Purchase Order on the day on which the shipment is made, marked for the attention of the Accounts Office. When Goods are invoiced by the Seller but shipped by a third party, the invoice shall bear the name of the shipper and the point from which the delivery originated. If shipment is not delivered to the Buyer's premises, not to exceed 20% the original bill of lading must be furnished with the unit price. Any liquidated damages assessed to Seller will invoice(s).The Buyer's count shall be debited from Seller’s account and may be set off against any other amount owed to Seller accepted as final on all shipments. 6.7 Delivery is completed only if the agreed Goods or Services are delivered in their entirety in accordance with the present Agreement at the location designated by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies . 6.8 The Seller shall provide Buyer a current material safety data sheet (“MSDS”) for delay, but are without limitation as to other remedies available each Good supplied to Buyer under the contract at law present Agreement on an annual basis or equity for other breaches of contractsooner in the event such document has been modified. (c) In 6.9 If the event Seller is in the position of any anticipated or actual delay in meeting being able to supply some but not all of its customers, the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing shall be given priority over all other of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releasescustomers. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract delivery schedules and quantities are a material condition of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities shall Time will not be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rightsessence under thisContract. (b) If Seller fails Unless stated otherwise in Nepean’s quotation, all Goods are supplied ex- works at the place of manufacture and delivery to make a carrier's vehicle, including loading, shall constitute delivery by Nepean to the Purchaser. No allowance has been made in accordance with the Contract Price for transport, insurance or unloading costs. Where the Purchaser requests delivery scheduleother than ex- works Nepean, Buyer will have at its sole discretion, may agree to act as agent for the option Purchaser to effect such delivery and all costs of terminating this Contract carriage and insurance in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller relation thereto will be debited from Seller’s account to the Purchaser's account. In any event the Purchaser shall ensure provision of reasonable access to the point of delivery and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreedfor off-upon remedies for loading and/or handling without delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In Nepean reserves the event right, in its sole discretion to make partial deliveries of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay Goods and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay invoice such partial deliveries separately to the maximum extent possible, unless Seller is excused from prompt performance as provided Purchaser in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method accordance with clause 6 of shipping specified these Terms and the actual air or expedited rate incurredConditions. (d) Any information Unless otherwise expressly agreed in writing by Nepean, all delivery dates provided by Seller regarding Nepean are approximate only and although every reasonable effort will be made by Nepean to deliver Goods by the estimated delivery date, any anticipated or actual delay in meeting failure by Xxxxxx to deliver the Goods by any particular date will not entitle the Purchaser to cancel the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of or void any of Buyer’s rights these terms of this Contract or remedies provided by law entitle the Purchaser to claim any compensation whatsoever (including liquidated or the Contractunliquidated damages) from Nepean for latedelivery. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized Where Xxxxxx agrees in writing to guarantee a delivery date, Nepean will not be liable for failure to fulfil or for delays in delivering the Goods where delivery is prevented, delayed or hindered by Buyer. Buyer reserves the righta force majeure event, without loss of discount privileges, to pay invoices covering Goods shipped in advance any act or omission or direction of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on averagePurchaser, the second business day of the second month following this ContractPurchaser’s delivery schedule employees, agents or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contractcontractors or where Nepean is delayed by any other cause beyond Nepean’s delivery schedules or blanket releasesreasonable control. (f) Seller shall provide a response to an open order report issued by All delivery dates are dependent upon the Buyer at timely receipt of the frequency Purchaser’s written order, all necessary particulars or details required for production and method determined by the Buyerpayment of any progress claims strictly in accordance with this Contract. (g) Seller If after a period of 14 days from the date Nepean notifies the Purchaser that Goods are ready for delivery and delivery of such Goods is delayed for any reason beyond Nepean’s reasonable control Nepean shall enter material be entitled, at its sole discretion, to arrange for suitable storage of such Goods at its premises or elsewhere and Nepean shall take reasonable measures to protect the Purchaser's interest in such Goods. To the extentpermitted by law, the Purchasershallpayallreasonable costs of such storage together with all reasonable costs of insurance, demurrage, handling and other contingent charges as a result of the storage and delivery Promise Dates into of the Oracle iSupplier systemGoods. (h) Seller shall respond In addition to any inquiries made sub clause (g) above, if Goods are in whole or in part ready for delivery and if delivery of such Goods is delayed by reason of instructions given, or lack of instructions by the Buyer within two (2) business days Purchaser, or any other delay outside of the requestNepean’s reasonable control, then Nepean shall be entitled to invoice and payment for those Goods in accordance with clause 6(d).

Delivery. (a) Contract delivery schedules and quantities are a material condition of this Contract, and 6.1. The Seller’s failure obligation to meet Contract make delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are hereunder is subject to the Buyer's rejectionavailability of the Products requested by the Buyer at the port of delivery and the availability of conveyance through the Supplying Company. The Products may be delivered in one consignment or in part lots, and each lot is deemed to represent part of the Contract. 6.2. Delivery of the Products shall be made within the harbour limits or areas stipulated as bunkering areas by the relevant port authorities or governing bodies. 6.3. The Seller will shall, at any time prior to the scheduled date and time of delivery of the Products to the Vessel, nominate the Supply Vessel to the Buyer. The Seller shall, at any time prior to the delivery of the Products to the Vessel, be entitled, at its sole discretion, to change or revise its nomination of the Supply Vessel to the Buyer. 6.4. The buyer shall make all connections and disconnections between the delivery hose and the intake pipe of the Vessel and shall render all other necessary assistance and provide sufficient equipment to receive all deliveries of the Products hereunder promptly. The Seller shall not be responsible for any delay arising from connecting and/or disconnecting the cost Supply Vessel’s delivery hose from the Vessel’s intake manifold. 6.5. The Buyer shall ensure that the Vessel provides a free, safe and always afloat and accessible side for the delivery of Products and that all necessary assistance as required is rendered in connection with the delivery. 6.6. In the event the Supply Vessel is not permitted to deliver the Products to the Vessel, by the relevant terminal or port or yard or jetty authorities or governing bodies, whether pursuant to any rules, regulations, guidelines or circulars, or not, the Seller shall not be liable for any losses whatsoever sustained as a result of any delay and/or failure in delivering the Products. 6.7. If a permit is required from a terminal or port or yard or jetty authority or governing body for deliveries hereunder, no delivery shall be made until the permit has been issued to the Buyer, Seller or Supplying Company, as may be appropriate. The Seller shall not be liable for any losses whatsoever sustained as a result of any delay in obtaining or failure to obtain such permit by the Seller or the Supplying Company, regardless of whether such delay or failure is due to negligence or otherwise. 6.8. Delivery of the Products shall be deemed complete once the Products pass the flange connection between the delivery hose and the Vessel’s intake manifold. 6.9. The Master of the Vessel or such other representative of the Buyer shall, upon completion of the delivery of the Products to the Vessel, confirm the delivery by signing the Bunker Delivery Note furnished by the Seller or the Supplying Company or the Supply Vessel (as the case may be), if required to do so. 6.10. The Buyer shall be responsible for any delay caused to the Seller and/or the Supplying Company which is caused by the Buyer, its representatives, its agents and/or the Vessel, and shall indemnify the Seller for all losses, expenses and/or charges arising out of and in connection with such delay, including but not limited to demurrage or such charges as may be levied by the Supplying Company on the Seller. 6.11. The Seller shall not be responsible for any loss arising from a delay in delivering the Products regardless of the reason for the delay and the Seller shall in no event be liable to the Buyer or any other parties for any expenses, losses, damages, loss of use, loss of hire, detention or demurrage whatsoever and howsoever incurred by the Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyerparties. For the avoidance of doubt, liquidated damages the Seller shall not have any liabilities whatsoever which may be suffered by the Buyer or termination are the agreed-upon remedies for any other parties as a result of or in connection with any delay, detention or non-delivery due to any other circumstances whatsoever outside the direct and immediate control of the Seller, including but are without limitation not limited to congestion affecting the delivery of the Products, any prior commitment(s) of the Supply Vessel, public holidays or practices at the port of delivery. Any express or implied guarantee or warranty as to other remedies available to Buyer under the contract at law or equity for other breaches of contractprompt delivery is hereby expressly excluded. (c) 6.12. In the event the vessel arrives earlier or later than the indicated expected date and time of any anticipated arrival, the Seller is under no obligation whatsoever to effect prompt delivery. Any guarantee or actual delay in meeting warranty given expressly or impliedly as to prompt delivery is hereby expressly excluded. 6.13. For safety reasons, if the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing or the Supplying Company or the Master of the reasons Supply Vessel, in their sole discretion, determines that a clear and safe berth is unavailable or that the environment for delivery of the Products is unsafe, or the general conditions for delivery is unsafe, the Seller or the Supplying Company or the Master may elect, without any liability whatsoever, not to commence delivery of the Products or to delay or discontinue delivery operations at any delivery or loading location immediately and without any prior notice to the Buyer. 6.14. The Buyer shall be responsible for keeping the Products segregated from any other marine bunker fuels and/or related products of whatever type or grade on board the Vessel or from a different delivery to the Vessel. In no event shall the Seller be responsible for the delay quality and compatibility of the actions being taken to overcome Products delivered if the Products are mixed or minimize commingled with any other marine bunker fuels and/or related products of whatever type or grade on board the delay; (ii) Provide Buyer with Vessel or from a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay different delivery to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYSVessel. Seller will The Buyer shall be solely responsible for paying any losses caused by mixing or commingling the difference between Products with any other marine bunker fuels and/or related products of whatever type or grade on board the method Vessel or from a different delivery to the Vessel, including any damage the Products may cause to the Vessel and/or its components, machinery, equipment and/or appliances. 6.15. Should the Marine Fuels supplied to the vessel from two different sources or barges have different specification characteristics it will be assumed that the Marine Fuels are compatible unless a statement to the contrary is made on the bunker requisition form duly signed by the Seller and Buyer or persons authorized by them. 6.16. Upon completion of shipping specified the delivery and before disconnection of the transfer hose, authorized personnel of receiving vessel (the master or chief engineer of the vessel) will sign and stamp the bunker delivery note and return it to the Seller or his representatives, as an acknowledgment of the delivery. A duplicate copy of the bunker delivery note shall be retained by the Master of the vessel. The bunker delivery note shall contain the following information: 1) Delivered quantity in volume units at the actual air or expedited rate incurredtemperature 2) Actual delivery temperature 3) Delivered quantity in volume at 15 degr. C. 4) Density in kg/cbm at 15 degr. C. 5) Delivered quantity in weight units. (d6) Any information provided by Seller regarding any anticipated or actual delay Flashpoint 7) Sulphur content in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.% m/m

Delivery. (a) Contract Time is of the essence for delivery schedules and quantities are a material condition of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject Goods to the Buyer's rejection, and Delivery Point. The Seller will be responsible for must deliver the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage Goods to the Goods is with Purchaser at the Seller. Any acceptance of deliveries late to Delivery Point on or before the Contract delivery schedule will not waive Buyer's rightsDelivery Date. (b) If Immediately upon the Seller fails to make delivery in accordance with despatching the Contract delivery scheduleGoods, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% Seller must notify the Purchaser of the unit price per daytime of despatch, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Datenumber, the type and continue until quantity of Goods despatched and including the expected date on which the Product(s) is delivered to Buyer, not to exceed 20% and time of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contractdelivery. (c) In Should it become apparent to the event Seller that the Delivery Date will not be met, the Seller must immediately notify the Purchaser of the revised date for delivery of the Goods and the Purchaser has the right to do any anticipated or actual delay in meeting all of the Contract delivery schedule, Seller shall:following (at its option): (i) Promptly notify Buyer in writing cancel the whole or part of the reasons for the delay and the actions being taken to overcome or minimize the delaythis Contract; (ii) Provide Buyer with make other arrangements necessary or appropriate (in its discretion) and any additional costs incurred by the Purchaser as a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize result of the Seller’s delay shall be reimbursed to the maximum extent possiblePurchaser by the Seller, unless or may be offset at the option of the Purchaser against monies due to the Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying by the difference between the method of shipping specified and the actual air or expedited rate incurredPurchaser. (d) Any information provided by Seller regarding any anticipated or actual delay The Goods shall be delivered to the Delivery Point in meeting such manner as is required under the Contract delivery schedule or if no such manner is informational only and shall not be construed specified, in such manner as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the ContractPurchaser may require. (e) All Associated Documents shall be delivered with the Goods fabricated in excess or in advance of Buyer's Purchase Order such other manner required under the Contract, or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance upon earlier termination of the schedule of the normal maturity after the date specified for deliveryContract. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall Delivery will not be required to make payment for complete until all Associated Documents have been received and approved by the Goods sooner than on averagePurchaser. The Seller must ensure that all Associated Documents are correct, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer valid and in excess of the quantities specified in this Contract’s delivery schedules or blanket releasesgood order. (f) All Goods supplied under the Contract must comply with the requirements of the Purchaser’s standard specifications for dangerous goods (where applicable) and forwarding, packaging, marking and storage of equipment and materials as may be notified to the Seller shall provide a response from time to an open order report issued by the Buyer at the frequency and method determined by the Buyertime. (g) The Seller shall enter material indemnifies the Purchaser against any loss or damage to the Goods suffered prior to their delivery Promise Dates into at the Oracle iSupplier systemDelivery Point. (h) Neither payment for nor inspection of the Goods under this Contract constitutes acceptance of Goods that do not comply with the Contract or affect the ability of the Purchaser to subsequently reject the Goods under this Contract. (i) The Seller shall respond is responsible for and must pay all costs and expenses associated with the Goods including transportation, freight, packaging, handling and storage of the Goods until delivery at the Delivery Point. (j) The Seller may be requested to any inquiries made supply drawings, designs and technical data for approval and/or record purposes and acceptance of such by the Buyer within two (2) business days Purchaser will not be deemed to constitute approval or confirmation of the requestGoods by the Purchaser.

Delivery. (a) Contract 6.1 Unless otherwise agreed in writing, delivery schedules of the Goods shall take place at the address specified by the Buyer on the date specified by Xxxxx. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. 6.2 The date of delivery specified by the Renter is an estimate only. Time for delivery shall not be of the essence of the contract and quantities are a material condition of this Contract, while every reasonable effort will be made to comply with such dates compliance is not guaranteed and Seller’s the Buyer shall have no right to damages or to cancel the order for failure for any cause to meet Contract any delivery schedules or quantities date stated. 6.3 If the Renter is unable to deliver the Goods for reasons beyond its control, then the Renter shall be considered a material breach. Any shipments entitled to place the Goods in storage until such time as delivery may be effected and the Buyer shall be liable for any expense associated with such storage. 6.4 If the Buyer fails to accept delivery of Goods on the delivery date or within 3 days of notification that deviate from they are ready for despatch whether prior to or after the Contract delivery schedule are subject date the Renter reserves the right to invoice the Goods to the Buyer's rejectionBuyer and charge him therefore. In addition the Buyer shall then pay reasonable storage charges or demurrage as appropriate in the circumstances until the Goods are either despatched to the Buyer or disposed of elsewhere. 6.5 The Renter shall be entitled to deliver the Goods by instalments and where the Goods are so delivered, each delivery shall constitute a separate contract and Seller will be responsible for failure by the cost incurred by Buyer Renter to store and/or to ship the Goods. Once Xxxxx gives notice deliver any one or more of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery instalments in accordance with these Conditions or any claim by the Contract Buyer in respect of any one or more instalments shall not entitle the Buyer to treat any other related contract as repudiated. 6.6 Where the Buyer requires delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per dayGoods by instalments, rescheduling requires the Renter’s written agreement and will not be possible unless at least 3 weeks’ written notice is provided and so agreed. Each delivery shall constitute a separate contract and failure by the Buyer to pay the Price in respect of any instalment shall entitle the Renter to treat any other related contract as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered repudiated in addition to Buyer, not to exceed 20% any other rights of the unit price. Any liquidated damages assessed Renter pursuant to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contractthese Conditions. 6.7 Notwithstanding that the Renter may have delayed or failed to deliver the Goods (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or them) promptly the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, shall be bound to accept delivery and to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day in full provided that delivery shall be tendered at any time within 3 months of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract The obligation of Seller to meet all delivery schedules dates, specifications, and quantities set in this Order is of the essence. Deliveries are a material condition of to be made both in quantities and at times specified in this ContractOrder or such quantities and items specified pursuant to Buyer’s written instructions. Seller shall immediately notify buyer in the event that its timely performance under this Order is delayed or likely to be delayed, and Seller’s failure to meet Contract delivery schedules in whole or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejectionin part, and Seller shall provide Buyer with all available information regarding the reasons for such delay. Unless otherwise specifically provided on the face of this Order, the product will be responsible for delivered DDP Buyer’s facility of manufacture (Incoterms 2010). In the cost incurred by event this Order includes the delivery of equipment which requires installation, Seller shall install such equipment (at its sole expense) at Buyer’s designated site upon request from Buyer. Title and risk in the product shall remain with Seller until they are delivered at the point specified in the Order and transferred to Xxxxx’s possession at which time title and risk in the products shall transfer to Buyer. Buyer to store and/or to ship the Goods. Once Xxxxx gives notice may at its option, either retain items received in advance of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract requested delivery schedule will not waive Buyer's rights. (b) or return them to Seller at Seller’s risk and expense. If retained, payment and discount shall be based on the schedule delivery dates. In the event that Seller fails to make delivery in accordance with deliver as and when specified, Xxxxx reserves the Contract delivery schedule, Buyer will have the option of terminating right to cancel this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULTOrder, or assessing 0.5% of the unit price per dayany part thereof, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered without prejudice to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s its rights or remedies provided by law and Seller agrees that Xxxxx may return part or all of any so shipment made, and if this Order calls for partial shipments, the Contract. (e) Goods fabricated in excess balance may be cancelled or in advance suspended upon notice and Buyer may charge Seller with any expedited routing charges or any loss or expense sustained as a result of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyersuch failure to deliver as specified. Buyer reserves the right, without loss of discount privileges, right to pay invoices covering Goods shipped in advance return the portion of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer shipment in excess of the quantities specified in this Contractquantity ordered, at Seller’s delivery schedules or blanket releasesexpense. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract delivery schedules Upon completion of the construction of the Platform and quantities are a material condition of this Contractthe tests and trials as provided in the Specifications, and Seller’s failure after having obtained all required approvals and certifications from ABS and the Regulatory Bodies, Builder shall tender delivery of the Platform to meet Contract Owner. Prior to tendering delivery, Builder shall have remedied at Builder's sole cost and expense any defects discovered by Owner, Builder or ABS in Builder's workmanship or materials including installation of Owner Furnished Equipment or any other non-conformity of the Platform with the requirements of the Specifications and this Agreement and shall have performed any re-tests necessary to ensure that such items have been fully corrected. Owner shall accept such tender of delivery, and Owner shall not have the right to refuse to accept delivery schedules or quantities of the Platform provided the same is substantially completed, except for minor items acceptable to Owner to be completed as mutually agreed between Owner and Builder, and capable of being utilized by Owner. Any remaining items shall be considered completed by Builder following delivery and prior to departure of the Platform from Builder's yard, or Owner and Builder may mutually agree on a material breach. Any shipments that deviate from appropriate reduction of the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible Price for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rightssuch remaining items. (b) If Seller fails To evidence acceptance of the Platform by Owner, Builder and Owner shall execute and deliver a Protocol of Acceptance and Delivery acknowledging delivery of the Platform. Builder shall further deliver to make delivery in accordance with Owner a Bill of Sale confirming the Contract delivery scheduleconveyance of title xx the Platform to the Owner, Buyer will have which Bill of Sale shall (i) generally describe the option Pxxxxorm as a mobile, self-contained and elevating platform, (ii) contain a general warranty of terminating this Contract in accordance with ¶ 19title and freedom from liens (except as to matters arising by, TERMINATION FOR DEFAULTthrough, or assessing 0.5% under Owner) in favor of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise DateOwner, and continue until (iii) be deemed to contain the additional warranties and including covenants set forth in Section 11 of this Agreement without the date on which necessity of making any reference to such warranties in the Product(s) is delivered Bill of Sale. Builder shall also deliver to Buyer, not to exceed 20% of Owner the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be remaining delivery documents set off against any other amount owed to Seller by Buyer. For forth in the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contractSpecifications. (c) In Builder shall deliver the event of any anticipated or actual delay in meeting Platform along side Builder's dock at Builder's Yard. Following delivery and acceptance, Owner shall have the Contract right to dock the Platform at Builders Yard for a period not to exceed thirty (30) days, after which time the Platform must depart from Builder's Yard. During such post-delivery scheduledocking period, Seller shall: (i) Promptly notify Buyer in writing Owner shall pay to Builder its standard charges for shore power, potable water, and security guard service. All such charges must be paid by Owner to Builder prior to departure of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused Platform from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurredBuilder's Yard. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract delivery schedules Time is of the essence for Delivery and quantities are a material condition all other obligations arising herein. “Delivery Date” and/or “Dock Date” shall mean the date Supplier is required to deliver the Product to the locations designated on Buyer’s Purchase Order. If Supplier does not meet the scheduled Delivery Dates, and Supplier fails to demonstrate to Buyer that it has taken best commercial efforts to comply with meeting the Delivery Dates, then Buyer may, at its option cancel this Purchase Order, or any part of this ContractPurchase Order without incurring any liability. If Buyer requests expedited shipment of any late deliveries, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller Supplier will be responsible for shipping cost. Supplier will not ship ahead of the cost incurred scheduled Delivery Date unless authorized by Buyer in writing. Buyer may re- turn, at its option, all unauthorized early shipments to store and/or Supplier at Supplier’s expense. Payments for early shipments unauthorized by Buyer will be postponed until the applicable due date after the scheduled Delivery Date. Supplier, when it has reason to ship believe that deliveries will not be made as scheduled, will provide immediate written notice to Buyer setting forth the Goodscause of such anticipated delay. Once Xxxxx gives notice Supplier shall be, in addition to any other remedy available to Buyer, liable for Buyer’s documented additional expenses due to its failure to deliver in the event that it fails to provide such notice. Notwithstanding the above, neither Buyer or Supplier will be liable for delays or defaults due to fires, floods, earthquakes, riots, storms or acts of civil or military authority and without their fault or negligence. In the event that any such condition exists as to Supplier, Buyer may at its option, cancel affected Purchase Order in whole or in part. All internationally shipped products will be shipped under "FCA Suppliers Facility (Incoterms 2010)". Products shipped under domestic transport may be FCA or other Incoterm agreed between Supplier and Jabil. For FCA terms, Supplier must utilize the carriers or forwarder provided in Jabil’s shipping guidelines for the transit from Supplier’s facility to the Jabil’s receiving dock. Supplier must utilize Jabil’s specified transportation agent for all shipments. If Supplier uses any other transportation agent, Supplier will reimburse Jabil for any additional costs incurred for transportation. If no transportation agent is specified, Supplier will use a transportation agent acceptable to Jabil. Title shall be transferred to Jabil upon the physical delivery of the rejection of Products to the Goods, the final destination designated on Jabil's Purchase Order . Jabil assumes risk of loss for Products when Products have been received by Jabil’s carrier or forwarder. In the event a tooling Delivery is delayed, and damage to the Goods it is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule estimated that such delay will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5exceed more than 25% of the unit price per dayagreed completion Date/Delivery time, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Buyer may, at its option cancel this Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against without incurring any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contractliability. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract delivery schedules and quantities are a material condition 3.1 Unless otherwise expressly stated in the applicable Order, all deliveries of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities Products shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject made FCA (INCOTERMS 2010) to the Buyer's rejection, and Seller will be responsible place of delivery specified in the Order. 3.2 The date for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice delivery of the rejection of Products shall be specified in the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract relevant delivery schedule, Buyer will have or if no such date is specified, delivery shall take place within fourteen (14) days of the option Order. 3.3 If there is a delay or failure by Supplier in meeting any agreed milestones or in delivering the ordered quantities of terminating this Contract Products as specified in accordance with ¶ 19the relevant Project Agreement (PA) or Product & Pricing Agreement (PPA) at the agreed time and place, TERMINATION FOR DEFAULTthen (without prejudice to any other rights and remedies WABCO may have) WABCO shall be entitled, in its sole discretion, to claim from Supplier either (1) direct and indirect damages, loss, costs and expenses incurred as a result of Supplier’s delay, or assessing 0.5% (2) by way of liquidated damages 2 percent of the unit total price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than due under the fifth (5th) relevant Order for every day after the Purchase Order Promise Date, and continue until and including the date on during which the Product(s) is delivered to Buyer, not to exceed 20% of the unit pricedefault continues. Any liquidated damages assessed due under this section shall be paid within thirty (30) days of notice from WABCO. Notwithstanding the aforementioned, if the Supplier at any time has reason to Seller believe that the agreed delivery date will be debited from Seller’s account delayed, it shall promptly notify WABCO and may indicate the estimated period of delay. The parties shall in good faith discuss and agree on the measures to be set off against any other amount owed taken in order to Seller by Buyer. For minimize the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event effects of any anticipated or actual delay in meeting without changing Supplier’s obligation to deliver the Contract Products on the delivery scheduledate. In such event, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and WABCO shall not be construed as a waiver by Buyer of responsible for any of Buyer’s rights or remedies provided by law or the Contractcancellation charge vis-à-vis Supplier. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves 3.4 If the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which Products are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller ordered, WABCO shall provide a response not be bound to an open order report issued by pay for the Buyer excess and any excess will be and will remain at the frequency Supplier’s risk and method determined by WABCO shall be entitled either to return the Buyersame to the Supplier’s at the Supplier’s risk and expense or require the Supplier to collect the same from WABCO at the Supplier’s expense. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract delivery schedules and quantities are a material condition of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller Supplier will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery deliver ordered Products in accordance with the Contract delivery schedulespecifications, Buyer drawings or approved samples, and at the prices and quantities in the Agreement, on a Delivery Duty Paid basis per INCOTERMS 2020 at the facility of Company or its designee identified in the Purchase Order for international shipments (and on an F.O.B. basis at the facility of Company or its designee identified in the Purchase Order for domestic shipments). Company will have the option of terminating this Contract right to route all shipments. All Products will be (a) suitably packed, marked with Company’s Purchase Order number; (b) transported in clean, hygienic, physically sound conditions; and (c) shipped in accordance with ¶ 19shipping instructions specified herein and otherwise in accordance with the requirements of common carriers. No charge shall be made to Company for boxing, TERMINATION FOR DEFAULTpacking, crating or assessing 0.5% carting unless separately itemized on the Purchase Order. Time is of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Dateessence of this Agreement, and continue until and including if delivery of Products or performance of Services is not completed by the date on which the Product(s) is delivered to Buyertime promised, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer Company reserves the right, without loss of discount privilegesCompany bearing any liability and in addition to its other rights and remedies, to pay invoices covering Goods shipped terminate this Agreement by notice to Supplier effective when received by Supplier as to the applicable Products and to purchase substitute Products or Services elsewhere and charge Supplier with any loss incurred. If, in order to comply with Company’s required delivery date, it becomes necessary for Supplier to ship by a more expensive way than specified in the Agreement, any increased transportation costs resulting therefrom shall be paid for by Supplier unless the necessity for such rerouting or expedited handling has been caused by a breach by Company. If shipment is delayed for any cause, Supplier must report the same to Company promptly. Failure of Company to insist upon strict performance will not constitute a waiver of any of the provisions of any Purchase Order or waiver of any default. Supplier will not unreasonably anticipate delivery by purchasing materials or manufacturing quantities in excess of what is reasonably required to meet Company’s delivery schedule. Items received in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this ContractCompany’s delivery schedule may, at Company’s option, be returned at Supplier’s expense or shipping releases due be accepted and payment withheld until after the scheduled delivery date. Buyer shall not Title and risk of loss will shift from Supplier to Pactiv Evergreen after Supplier tenders the ordered Products for unloading at the dock at the point of delivery. Notwithstanding the delivery terms set forth herein, Company may elect, at its option, for Supplier to be required responsible for unloading the ordered Products at Supplier’s expense at the point of delivery, and in such case, title and risk of loss will shift from Supplier to make payment Company after Supplier unloads the ordered Products at the dock at the point of delivery. Supplier will be liable to Company for Goods which are delivered any loss or damage resulting from Supplier’s failure to Buyer in excess act so as to provide adequate protection during shipment. Additional expenses, charges or claims incurred as a result of deviation from the specified route, noncompliance with other shipping instructions, or improper description of the quantities specified shipment in this Contract’s delivery schedules or blanket releasesshipping documents will be the responsibility of Supplier. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. The Supplier shall deliver the Equipment, which includes any products or goods that are being purchased pursuant to this Purchase Order (a) Contract delivery schedules and quantities are a material condition of this Contract“Equipment”), and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (bdestination(s) If Seller fails to make delivery specified in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Dateto the attention of the Medical Engineering or Biomedical Engineering department of the Purchaser (“Medical Engineering”) as specified in the Contact Schedule, or such other destination as the Purchaser may inform the Supplier in writing from time to time. Large volume shipments, larger than one (1) standard drop skid, must be made through special arrangements with Medical Engineering of the Purchaser. Equipment must be received by the Purchaser a minimum of five (5) days prior to first scheduled use of the Equipment to allow sufficient time for incoming inspection and documentation. The Supplier must notify the Medical Engineering department of the Purchaser of delivery particulars in advance of delivery as required by the Purchaser, and continue without limiting the particulars required, shall provide the following: delivery date, mode of shipment, name of shipping/courier company, courier tracking or identification number and special instructions regarding handling, uncrating, and assembly. Prior to the delivery date(s) specified, if any, the Supplier shall send the information to the Purchaser as listed on the Contact Schedule. Delivery shall not be complete and title shall not pass to the Purchaser, until the Equipment has been received which complies with the terms and including conditions of this Purchase Order. All risk of damage or loss until completion of delivery shall be on the Supplier. Acceptance of Equipment shall not bind the Purchaser to accept future shipments. Where a delivery date on which or schedule is specified in this Purchase Order, timely delivery to the Product(s) destination is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed essence, and the Supplier shall be responsible to Seller will be debited from Seller’s account ensure that such delivery is made and may be set off against any other amount owed to Seller by Buyer. For shall advise the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event Purchaser immediately of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of delays and the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyertherefor. The Supplier is responsible, ship via air or expedited routing to avoid or minimize delay to the maximum extent possibleat its expense, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of delivery of the requestEquipment, for the disposal off-site of the crating and packaging of the Equipment when requested by the Purchaser. The Supplier shall contact the Purchaser within two (2) days of delivery of the Equipment if disposal off-site is not possible and disposal on-site shall be made through the approval of the Purchaser at the Supplier’s expense.

Delivery. (a) Contract delivery schedules The specific quantity ordered must be delivered in full and quantities are a material condition of this Contract, may not be changed or delivered in installments without Company’s prior written consent. Any unauthorized quantity is subject to rejection and return at Seller’s failure to meet Contract delivery schedules or quantities expense. Delivery of Goods shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject made pursuant to the Buyer's rejection, and Seller will be responsible for most current INCOTERMS (as defined by International Chamber of Commerce) specified on the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice face of the rejection applicable Purchase Order. Time is of the Goods, the risk of loss and damage essence with respect to the Goods is with the Sellerdelivery of all Deliverables. Any acceptance of deliveries late to the Contract delivery schedule will Seller shall immediately notify Company if it appears that Seller may not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against meet any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies delivery date. Such notification shall include the reasons for delay, but are without limitation as the steps being taken by Seller to other remedies available to Buyer under remedy the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery scheduledelay, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken anticipated delivery date. Company shall have the right to overcome or minimize the delay; reject and return (iishipping charges collect) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped received in advance of the schedule of specified delivery date or Goods that do not conform with the normal maturity after the date specified for deliveryPurchase Order. If no delivery date is specified in the Purchase Order, Seller delivers shall fulfill it as expeditiously as possible. If no method of shipment or carrier is specified in the Purchase Order, Seller shall use the least expensive nationally reputable common carrier. If the Deliverables are to be shipped, Seller shall pack or otherwise prepare them to meet carrier requirements and safeguard them from damage. Seller shall package all Goods in advance suitable containers to 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 slips listing contents. Company’s Purchase Order number must appear on all shipping containers, packing slips, delivery tickets and bills of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releaseslading. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract delivery schedules and quantities are a material condition of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from In the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice event of the rejection Purchaser returning or failing to accept any delivery of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract the Seller shall be entitled at his option either to deliver and invoice the Purchaser for the balance of Goods then remaining undelivered or to suspend or cancel further deliveries under the Contract. The Seller shall be entitled to store at the risk of the Purchaser any Goods which the Purchaser refuses or fails to accept and the Purchaser shall pay all costs of such storage and any additional costs of carriage incurred as a result of such refusal or failure. Subject to the provisions of clause 6.4 (where appropriate) the Goods shall unless delivered by the Seller's own transport or by a carrier on behalf of the Seller be deemed to have been delivered and risk to have passed to the Purchaser upon their transfer to the carrier named by the Purchaser or (in the case of delivery schedule, Buyer will ex works) upon the Seller notifying the Purchaser that the Goods are available for collection. In the case of the Contract or any order involving more than one delivery if default is made in payment on the due date the Seller shall have the option of terminating this right to suspend all or any further deliveries pending payment or to terminate the Contract in accordance with ¶ 19its entirety by notice in writing to the Purchaser. Subject to the Purchaser having paid for the Goods in full, TERMINATION FOR DEFAULT, or assessing 0.5% delivery of the unit price per dayGoods shall be made by the Purchaser collecting the Goods at the Seller's premises at any time after the Seller has notified the Purchaser that the Goods are ready for collection or, as liquidated damages and not as a penaltyif some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% dates quoted for delivery of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination Goods are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay approximate only and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by Buyer of any of Buyer’s rights or remedies provided the Seller in writing. The Goods may be delivered by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped Seller in advance of the schedule quoted delivery date upon giving reasonable notice to the Purchaser. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the normal maturity after instalments in accordance with these Conditions or any claim by the date specified Purchaser in respect of any one or more instalments shall not entitle the Purchaser to treat the Contract as a whole as repudiated. The Purchaser shall indemnify and keep indemnified the Seller against all claims, costs, damage and expenses incurred by or for delivery. If which the Seller delivers may be liable as a result of the carrying out of any work required to be done on or to the Goods in advance accordance with the requirements or specifications of this Contract’s delivery schedules the Purchaser involving any infringement or blanket releases, Buyer any intellectual property right vested in another person firm or company. The sale of Goods shall not by implication or otherwise convey any licence under any patent relating to the product or compositions thereof and the Purchaser expressly assumes all risks of patent infringement by reason of the Purchaser's use or sale of the goods singly or in combination with other materials or in any processing operation whatsoever. The Purchaser warrants that any design or instructions furnished or given by him shall not be required such as will cause the Seller to infringe any letters, patents, registered design, trademark or trade name in the execution of the Contract. The Seller reserves the right to make payment for any changes in the Goods sooner than on average, the second business day specification of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered required to Buyer in excess of conform with any applicable safety or other statutory requirements or where the quantities specified in this Contract’s delivery schedules Goods are to be supplied to the Suppliers specification, which do not materially affect their quality or blanket releasesperformance. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract The adherence to a delivery schedules time depends on timely self-delivery. If the delivery option depends on delivery by a pre-supplier and quantities are a material condition of if this Contractdelivery fails for reasons for which HeiTec is not responsible, and Seller’s failure HeiTec is entitled to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate withdraw from the Contract contract. For this reason, the customer is not entitled to compensation. The same applies if, due to force majeure or other events, the delivery schedule becomes considerably more difficult or impossible and HeiTec is not responsible for this. Such events include in particular: Fire, flood, labour disputes, breakdowns, strikes and official orders that are subject to not part of our operational risk. In the Buyer's rejectioncases mentioned, and Seller the customer will be responsible immediately notified about the possibility of a missing delivery and an already provided service will be reimbursed immediately. Agreed loading and delivery deadlines must be strictly adhered to. Suppliers and customers are obliged to notify HeiTec immediately as soon as it becomes apparent that the agreed loading or delivery date can not be met. If the loading or delivery date is a so-called fixed date, HeiTec has the right to refuse the delayed loading or delivery. In such a case, the contracting party of HeiTec in default has to assume liability for the cost incurred damage caused by Buyer the delay. If HeiTec accepts the delay, only a possible delay damage caused by the delay is to store and/or to ship be compensated. By accepting the Goodsmaterial, the supplier warrants that the transferred material is his sole property and free from third party rights – insofar HeiTec is fully indemnified against any claims of third parties. Once Xxxxx gives notice of the rejection of the Goods, The supplier assumes the risk of accidental loss and until arrival at the place of destination. He is obliged to process the material in such a way that the freight forwarders are not entitled to refuse liability for damage to the Goods is with the Sellerduring transport. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% Provisions of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% currently valid version of the unit priceRecycling Management Act, the Dangerous Goods Ordinance and the ADR must be observed. Any liquidated damages assessed Deliveries are clearly and unmistakably marked with our delivery notes / shipping documents (MRP No. :). The weights of each delivery are to Seller will be debited from Seller’s account created by means of a weighing slip. Deductible packaging such as pallets, etc. must be recorded in number and may weight. Partial retrievals for larger deliveries have to be set off against any other amount owed to Seller by Buyermade in the loading volume of a truck (24 tons). For The respective maximum retrievals are specified in the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract delivery schedules and quantities are a material condition Goods delivered pursuant to the terms of this ContractAgreement shall be suitably packed for shipment in suitable containers to permit safe transportation and marked for shipment by Seller to the shipping destination specified in the applicable purchase order. All packages must be accompanied by a packing list detailing the contents including description and quantity of the goods, part number or size, if applicable, and Seller’s failure appropriate evidence of inspection. NW UAV Propulsion Systems’ P.O. number and line item number must appear on all packing lists and/or bills of lading. Seller shall ship and deliver all Goods to meet Contract delivery schedules NW UAV Propulsion Systems if international, DDP (Delivered Duty Paid) or quantities shall be considered a material breachif domestic FOB: Destination, McMinnville, Oregon, USA unless otherwise stated in the purchase order. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery scheduledelay, including but not limited to labor disputes, Seller shall: : (i) Promptly promptly notify Buyer NW UAV Propulsion Systems in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; ; (ii) Provide Buyer provide NW UAV Propulsion Systems with a written recovery schedule; and and (iii) If if requested by BuyerNW UAV Propulsion Systems, ship via air or other expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16the “Force Majeure” clause of this contract. The added premium transportation costs are to be borne by Seller. If any Goods are not shipped within thirty (30) days after the shipping date specified in the applicable purchase order, EXCUSABLE DELAYSthen NW UAV Propulsion Systems may cancel the applicable purchase order with respect to any such Goods by giving Seller written notice of such cancellation, and any such cancellation shall be without any cost, penalty or liability to NW UAV Propulsion Systems. Seller will be solely responsible for paying shall promptly refund any purchase price and other amounts paid by NW UAV Propulsion Systems with respect to the difference between the method of shipping specified and the actual air or expedited rate incurredcancelled Goods. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract delivery schedules and quantities are a material condition Time is of the essence in Seller’s performance of this ContractOrder. Seller will make deliveries of the Products in the quantities and at the times specified herein or in releases issued hereunder. If Seller’s deliveries fail to meet Buyer’s delivery schedule, Buyer in addition to its other rights, may (i) require an expedited method of shipment or delivery and Seller shall be responsible to bear any increase in costs incurred because of the expedited transportation method, (ii) terminate this Order, in whole or in part, without further obligation or liability, except for the obligation to pay for Products already accepted by Buyer, or (iii) for delays in delivery of Products of five (5) days or more, Buyer shall be entitled to deduct one percent (1%) from the late Products’ purchase price. Buyer shall also be entitled to deduct an additional one percent (1%) from the late Products’ purchase price, for each additional day of delay in delivery. The deduction for delays pursuant to this subsection shall not exceed twenty percent (20%) of the purchase price of the late Products. In view of the difficulty in calculating the actual damages caused by Seller’s delay in delivery, Buyer shall be entitled to this deduction as liquidated damages, and not as a penalty. The parties agree this amount is reasonable in the light of the anticipated or actual harm caused by delays in delivery and the difficulties of proof of damages.. (b) Buyer will not be liable for Seller’s failure to meet Contract delivery schedules commitments or quantities shall be considered a material breach. Any shipments that deviate from production arrangements in excess of the Contract amount or in advance of the time required under Xxxxx’s delivery schedule set forth in this Order. If Seller delivers Products in advance of Buyer’s delivery schedule, Buyer may either (i) return such Products at Seller’s expense for proper delivery in accordance with Buyer’s delivery schedule; or (ii) withhold payment for such Products until the scheduled delivery date. While the Products are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice being returned in accordance with (i) of the rejection preceding sentence or being retained in accordance with (ii) of the Goodssuch sentence, the risk of loss and damage to for the Goods is Products will remain with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In Title and risk of loss and damage for the event of any anticipated or actual delay in meeting the Contract Products shall pass to Buyer upon delivery, pursuant to Buyer’s delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method point of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified stated in this Contract’s delivery schedules or blanket releasesOrder. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. (a) Contract delivery schedules and quantities are a material condition of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by BuyerXxxxx, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.

Delivery. The Goods shall be delivered to [insert place of delivery or state “to the place outlined by each Purchase Order”] according to the delivery schedule in each Purchase Order. The cost of delivery is deemed included in the Price specified in each Purchase Order and the Price Schedule (a) Contract Annex B). The Services as described in Article 2.3 shall be performed at the place of delivery schedules and quantities are a material condition completed by the same delivery date, unless otherwise stated in Article 2.3 of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breachAgreement. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice Time is of the rejection essence in the performance of this Agreement. If the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller Supplier fails to make available or provide any Goods or Services within the delivery schedule stated on any Purchase Order, together with associated shipment documentation (including, without limitation, bills of lading, airway bills and commercial invoices) as are specified in the Purchase Order, this Agreement, or otherwise as are customarily utilized in the trade, IOM reserves the right to: Terminate the Purchase Order without liability by giving immediate notice, and to charge the Supplier any loss incurred as a result of the Supplier's failure to make the delivery within the time specified; or Charge liquidated damages equal to 0.1% (one-tenth of one per cent) of the Price for every day of delay or breach of the delivery schedule by the Supplier. IOM shall have the right to deduct such amount from the Supplier’s outstanding invoices, if any. Such liquidated damages shall only be applied when delay is caused solely by the default of the Supplier. Acceptance of goods delivered late shall not be deemed a waiver of IOM’s rights to hold the Supplier liable for any loss and/or damage resulting therefrom, nor shall it act as a modification of the Supplier’s obligation to deliver further goods in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyerthis Agreement. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified Performance Security (for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.Purchase Orders over USD 300,000)

Delivery. (a) Contract 6.1 Delivery takes place on agreed ICC INCOTERMS in its most recent version at the moment of the Agreement. If no INCOTERMS apply, delivery schedules and quantities are a material condition of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate understood to occur at the moment unloading has finished taking place at the location designated by Buyer. 6.2 Time of delivery of the Goods and of performance of the Services is of the essence and shall start to run from the Contract delivery schedule are subject to date of acceptance by the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once Xxxxx gives notice of the rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule will not waive Buyer's rights. (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including or the date on which the Product(s) Seller is placed in possession of such information and drawings as may be necessary to enable him to start work on the Goods or the Services, whichever may be the later. 6.3 Delivery of Goods in instalments shall be permitted only with the consent of the Buyer and such permission, if given, shall not entitle the Seller to claim payment prior to completion of the Agreement unless the Buyer has agreed in writing. 6.4 If the Buyer is not able to accept delivery of the Goods or installation of the Goods when due, the Seller shall be responsible for arranging suitable storage at suitable premises of the Goods, advising the Buyer beforehand of the particulars of such proposed storage and the Seller shall also ensure that the Goods and the premises in which they are stored are properly insured against all the usual risks and notify the Buyer of such insurance cover. 6.5 If delivery is made before the delivery date specified in the Purchase Order, the Buyer may return the Goods to the Seller at the Seller's risk and expense. 6.6 Each delivery must be accompanied by details of the exact quantity and description of the Goods and/or the Services performed. Shipping documents stating the relevant Purchase Order number for each shipment must be sent by regular mail or email to the plant or office which issued the Purchase Order on the day on which the shipment is made, marked for the attention of the logistic/receiving Office. Invoices stating the relevant Purchase Order number should be sent on .pdf form to XXxxxxxxxxXX@xxxxxx.xxx. 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 Buyerthe allnex premises, not to exceed 20% the original bill of lading must be furnished with the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller invoice(s). 6.7 Delivery is completed only if the agreed Goods or Services are delivered in their entirety in accordance with the Agreement at the location designated by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies . 6.8 The Seller shall provide Buyer a current material safety data sheet (“MSDS”) for delay, but are without limitation as to other remedies available each Good supplied to Buyer under the contract at law Agreement on an annual basis or equity for other breaches of contractsooner in the event such document has been modified. (c) In 6.9 If the event Seller is in the position of any anticipated or actual delay in meeting being able to supply some but not all of its customers, the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer in writing shall be given priority over all other of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred. (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releasescustomers. (f) Seller shall provide a response to an open order report issued by the Buyer at the frequency and method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the request.