Common use of E L I V E R Y Clause in Contracts

E L I V E R Y. 2.1 Delivery shall be made to the place(s) and by the method(s) specified on Seller’s order acceptance (or, unless otherwise agreed, Ex works (Seller’s plant)). 2.2 Delivery or despatch dates quoted are estimates only and are given or accepted by Seller in good faith, but not guaranteed unless stated to be “guaranteed” in writing. 2.3 If for any reason Buyer does not accept delivery of the Products when they are ready for delivery or Seller is unable to deliver the Products on time because Buyer has not provided appropriate instructions, documents, licences or authorisations, then (a) risk in the Products will pass to Buyer (including for loss or damage caused by Seller’s negligence); (b) the Products will be deemed to have been delivered; and (c) Seller may store the Products until delivery and Buyer will be responsible for all related costs and expenses (including without limitation storage, demurrage and insurance). 2.4 If Seller delivers to Buyer a quantity of the Products which is less than the quantity accepted by Seller, Buyer shall not be entitled to object to or reject the Products (or any of them) by reason of the shortfall, but shall receive a credit note at the pro rata Contract price. 2.5 Packaging is included in the price and is not returnable unless otherwise stated on Seller’s order acceptance or agreed between the parties. 2.6 The quantity stated on Seller’s despatch note shall be conclusive evidence of the amount delivered except in cases of manifest error. 3 P R I C E & P A Y M E N T 3.1 Unless otherwise agreed by Seller in writing, the prices payable shall be those stated on Seller’s order acceptance or invoice and all prices quoted are exclusive of VAT and any other duties, fees and taxes. All sums due to Seller shall be paid in the currency and to the address stated on Seller’s invoice. 3.2 If Seller arranges or undertakes the carriage, freight, insurance or any other transportation costs beyond the point of delivery, such costs shall be paid by Buyer in addition to the Contract price and shall not affect the provisions of the Contract as to the passing of risk. 3.3 Payment terms for the Products are as stated on Seller’s order acceptance or invoice. 3.4 Save for any discounts agreed by Seller, Buyer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim or otherwise. 3.5 If Buyer fails to pay Seller any sum due pursuant to the Contract then, without limiting any other right or remedy available to Seller, (a) Seller may cancel the Contract or suspend any further deliveries to Buyer; and (b) Buyer will be liable to pay interest to Seller on such sum from the due date for payment at the annual rate of 8% above the last available BBA (British Bankers' Association) 1-Month Libor rate of the previous month (xxx.xxx.xxx.xx) (or, if such rate is not permitted by law, at the maximum rate allowed by law), accruing on a daily basis until payment is made, whether before or after any judgement; and (c) Buyer shall pay to Seller the reasonable costs and expenses incurred by Seller in connection with all actions taken to enforce collection or preserve and protect Seller's rights hereunder, including without limitation reasonable attorneys' fees and court costs and other expenses.

E L I V E R Y. 2.1 Delivery shall be made to the place(s) and by the method(s) specified on Seller’s order acceptance (or, unless otherwise agreed, Ex works (Seller’s plant)). 2.2 Delivery or despatch dates quoted are estimates only and are given or accepted by Seller in good faith, but not guaranteed unless stated to be “guaranteed” in writing. 2.3 If for any reason Buyer does not accept delivery of the Products when they are ready for delivery or Seller is unable to deliver the Products on time because Buyer has not provided appropriate instructions, documents, licences or authorisations, then (a) risk in the Products will pass to Buyer (including for loss or damage caused by Seller’s negligence); (b) the Products will be deemed to have been delivered; and (c) Seller may store the Products until delivery and Buyer will be responsible for all related costs and expenses (including without limitation storage, demurrage and insurance). 2.4 If Seller delivers to Buyer a quantity of the Products which is less than the quantity accepted by Seller, Buyer shall not be entitled to object to or reject the Products (or any of them) by reason of the shortfall, but shall receive a credit note at the pro rata Contract price. 2.5 Packaging is included in the price and is not returnable unless otherwise stated on Seller’s order acceptance or agreed between the parties. 2.6 The quantity stated on Seller’s despatch note shall be conclusive evidence of the amount delivered except in cases of manifest error. 3 P R I C E & P A Y M E N T 3.1 Unless otherwise agreed by Seller in writing, the prices payable shall be those stated on Seller’s order acceptance or invoice and all prices quoted are exclusive of VAT and any other duties, fees and taxes. All sums due to Seller shall be paid in the currency and to the address stated on Seller’s invoice. 3.2 If Seller arranges or undertakes the carriage, freight, insurance or any other transportation costs beyond the point of delivery, such costs shall be paid by Buyer in addition to the Contract price and shall not affect the provisions of the Contract as to the passing of risk. 3.3 Payment terms for the Products are as stated on Seller’s order acceptance or invoice. 3.4 Save for any discounts agreed by Seller, Buyer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim or otherwise. 3.5 If Buyer fails to pay Seller any sum due pursuant to the Contract then, without limiting any other right or remedy available to Seller, (a) Seller may cancel the Contract or suspend any further deliveries to Buyer; and (b) Buyer will be liable to pay interest to Seller on such sum from the due date for payment at the annual rate of 8% above the last available BBA (British Bankers' Association) 1-Month Libor rate of the previous month (xxx.xxx.xxx.xx) (or, if such rate is not permitted by law, at the maximum rate allowed by law), accruing on a daily basis until payment is made, whether before or after any judgement; and (c) Buyer shall pay to Seller the reasonable costs and expenses incurred by Seller in connection with all actions taken to enforce collection or preserve and protect Seller's rights hereunder, including without limitation reasonable attorneys' fees and court costs and other expenses.

E L I V E R Y. 2.1 Delivery shall be made to the place(s) and by the method(s) specified on Seller’s order acceptance (or, unless otherwise agreed, Ex works (Seller’s plant)). 2.2 Delivery or despatch dates quoted are estimates only and are given or accepted by Seller in good faith, but not guaranteed unless stated to be “guaranteed” in writing. 2.3 If for any reason Buyer does not accept delivery of the Products when they are ready for delivery or Seller is unable to deliver the Products on time because Buyer has not provided appropriate instructions, documents, licences or authorisations, then (a) risk in the Products will pass to Buyer (including for loss or damage caused by Seller’s negligence); (b) the Products will be deemed to have been delivered; and (c) Seller may store the Products until delivery and Buyer will be responsible for all related costs and expenses (including without limitation storage, demurrage and insurance). 2.4 If Seller delivers to Buyer a quantity of the Products which is less than the quantity accepted by Seller, Buyer shall not be entitled to object to or reject the Products (or any of them) by reason of the shortfall, but shall receive a credit note at the pro rata Contract price. 2.5 Packaging is included in the price and is not returnable unless otherwise stated on Seller’s order acceptance or agreed between the parties. 2.6 The quantity stated on Seller’s despatch note shall be conclusive evidence of the amount delivered except in cases of manifest error. 3 P R I C E & P A Y M E N T 3.1 Unless otherwise agreed by Seller in writing, the prices payable shall be those stated on Seller’s order acceptance or invoice and all prices quoted are exclusive of VAT and any other duties, fees and taxes. All sums due to Seller shall be paid in the currency and to the address stated on Seller’s invoice. 3.2 If Seller arranges or undertakes the carriage, freight, insurance or any other transportation costs beyond the point of delivery, such costs shall be paid by Buyer in addition to the Contract price and shall not affect the provisions of the Contract as to the passing of risk. 3.3 Payment terms for the Products are as stated on Seller’s order acceptance or invoice. 3.4 Save for any discounts agreed by Seller, Buyer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim or otherwise. 3.5 If Buyer fails to pay Seller any sum due pursuant to the Contract then, without limiting any other right or remedy available to Seller, (a) Seller may cancel the Contract or suspend any further deliveries to Buyer; and (b) Buyer will be liable to pay interest to Seller on such sum from the due date for payment at the annual rate of 81% above the last available BBA (British Bankers' Association) 1-Month Libor rate of the previous per month (xxx.xxx.xxx.xx) (or, if such rate is not permitted by law, at the maximum rate allowed by law), accruing on or a daily basis part thereof until payment is made, whether before or after any judgement; and (c) Buyer shall pay to Seller the reasonable costs and expenses incurred by Seller in connection with all actions taken to enforce collection or preserve and protect Seller's rights hereunder, including without limitation reasonable attorneys' fees and court costs and other expenses.

E L I V E R Y. 2.1 Delivery shall be made to the place(s) and by the method(s) specified on Seller’s order acceptance (or, unless otherwise agreed, Ex works (Seller’s plant)). 2.2 Delivery or despatch dates quoted are estimates only and are given or accepted by Seller in good faith, but not guaranteed unless stated to be “guaranteed” in writing. 2.3 If for any reason Buyer does not accept delivery of the Products when they are ready for delivery or Seller is unable to deliver the Products on time because Buyer has not provided appropriate instructions, documents, licences or authorisations, then (a) risk in the Products will pass to Buyer (including for loss or damage caused by Seller’s negligence); and (b) the Products will be deemed to have been delivered; and (c) Seller may store the Products until delivery and Buyer will be responsible for all related costs and expenses (including without limitation storage, demurrage and insurance). 2.4 If Seller delivers to Buyer a quantity of the Products which is less than the quantity accepted by Seller, Buyer shall not be entitled to object to or reject the Products (or any of them) by reason of the shortfall, but shall receive a credit note at the pro rata Contract price. 2.5 Packaging is included in the price and is not returnable unless otherwise stated on Seller’s order acceptance or agreed between the parties. 2.6 The quantity stated on Seller’s despatch note shall be conclusive evidence of the amount delivered except in cases of manifest error. 3 P R I C E & P A Y M E N T 3.1 Unless otherwise agreed by Seller in writing, the prices payable shall be those stated on Seller’s order acceptance or invoice and all prices quoted are exclusive of VAT and any other duties, fees and taxes. All sums due to Seller shall be paid in the currency and to the address stated on Seller’s invoice. 3.2 If Seller arranges or undertakes the carriage, freight, insurance or any other transportation costs beyond the point of delivery, such costs shall be paid by Buyer in addition to the Contract price and shall not affect the provisions of the Contract as to the passing of risk. 3.3 Payment terms for the Products are as stated on Seller’s order acceptance or invoice. 3.4 Save for any discounts agreed by Seller, Buyer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim or otherwise. 3.5 If Buyer fails to pay Seller any sum due pursuant to the Contract then, without limiting any other right or remedy available to Seller, (a) Seller may cancel the Contract or suspend any further deliveries to Buyer; and (b) Buyer will be liable to pay interest to Seller on such sum from the due date for payment at the annual rate of 8% above the last available BBA (British Bankers' Association) 1-Month Libor rate of the previous month (xxx.xxx.xxx.xx) (or, if such rate is not permitted by law, at the maximum rate allowed by law), accruing on a daily basis until payment is made, whether before or after any judgement; and (c) Buyer shall pay to Seller the reasonable costs and expenses incurred by Seller in connection with all actions taken to enforce collection or preserve and protect Seller's rights hereunder, including without limitation reasonable attorneys' fees and court costs and other expenses.

E L I V E R Y. 2.1 Delivery shall be made to the place(s) and by the method(s) specified on Seller’s order acceptance (or, unless otherwise agreed, Ex works (Seller’s plant)). 2.2 Delivery or despatch dispatch dates quoted are estimates only and are given or accepted by Seller in good faith, but not guaranteed unless stated to be “guaranteed” in writing. 2.3 If for any reason Buyer does not accept delivery of the Products when they are ready for delivery or Seller is unable to deliver the Products on time because Buyer has not provided appropriate instructions, documents, licences licenses or authorisationsauthorizations, then (a) risk in the Products will pass to Buyer (including for loss or damage caused by Seller’s negligence)Buyer; (b) the Products will be deemed to have been delivereddelivered for purposes of payment; and (c) Seller may store the Products until delivery and Buyer will be responsible for all related costs and expenses (including without limitation storage, demurrage and insurance). 2.4 If Seller delivers to Buyer a quantity of the Products which is less than the quantity accepted by Partial shipments may be made at Seller, ’s option and Buyer shall not be entitled to object to or reject the Products (or any of them) by reason of the shortfall. If all the Products are not shipped on the same date, but shall receive a credit note at the pro rata Contract priceinvoices may be issued. 2.5 Packaging is included in the price and is not returnable unless otherwise stated on Seller’s order acceptance or agreed between the parties. 2.6 The quantity stated on Seller’s despatch dispatch note or similar document shall be conclusive evidence of the amount delivered except in cases of manifest error. 3 P R I C E & P A Y M E N T 3.1 Unless otherwise agreed by Seller in writing, the prices payable shall be those stated on Seller’s order acceptance or invoice and all prices quoted are exclusive of VAT and any other duties, fees and taxestaxes (all of which are Buyer’s responsibility, and, to the extent paid by Seller at its discretion, are for Buyer’s account). All sums due to Seller shall be paid in the currency and to the address stated on Seller’s invoice. 3.2 If Seller arranges or undertakes the carriage, freight, insurance or any other transportation costs beyond the point of delivery, such costs shall be paid by Buyer in addition to the Contract price and shall not affect the provisions of the Contract as to the passing of risk. 3.3 Payment terms for the Products are as stated on Seller’s order acceptance or invoice. Whenever reasonable grounds for insecurity arise with respect to due performance by Buyer, Seller may demand adequate assurance of Buyer’s due performance. Any such demand may be oral or in writing and Seller may, upon making of such demand, stop production and suspend shipments hereunder. If within the period stated in such demand Buyer fails or refuses to give adequate assurance of due performance, Seller may, at its option, treat such failure or refusal as a repudiation of the portion of the Contract which has not been fully performed or may resume production and may make shipment under reservation of possession or of a security interest and may demand payment against tender of documents of title. 3.4 Save for any discounts agreed by Seller, Buyer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim or otherwise. 3.5 If Buyer fails to pay Seller any sum due pursuant to the Contract then, without limiting any other right or remedy available to Seller, (a) Seller may cancel the Contract or suspend any further deliveries to Buyer; and (b) Buyer will be liable to pay interest to Seller on such sum from the due date for payment at the annual rate of 8% above the last available BBA (British Bankers' Association) 1-Month Libor rate of the previous month (xxx.xxx.xxx.xx) (or, if such rate is not permitted by law, at the maximum rate allowed by law), accruing on a daily basis until payment is made, whether before or after any judgement; and (c) Buyer shall pay to Seller the reasonable costs and expenses incurred by Seller in connection with all actions taken to enforce collection or preserve and protect Seller's rights hereunder, including without limitation reasonable attorneys' fees and court costs and other expenses.