Common use of Goods Delivery Clause in Contracts

Goods Delivery. 4.1. Vendor shall sell to Buyer the equipment, goods, materials, software, systems and such other tangible property described in the Order or as is furnished to Buyer as part of Services (collectively, “Goods”). Goods shall be new, of the best available design, quality, material and workmanship, be without fault, conform in all respects to the Contract, including all specifications and performance requirements identified therein (collectively, “Specifications”), and be fit for their intended purpose. 4.2. The delivery terms and location (“Delivery Location”) for Goods are stated in the Order. Vendor, at its expense, shall be responsible for all shipping and insurance costs, including packing, crating, cartage and freight costs, incurred in delivering the Goods to the Delivery Location. Any loss or damage, whenever occurring, which results from Vendor’s improper packing or crating, shall be borne by Vendor. 4.3. Title and risk of loss to Goods shall transfer to Buyer at the Delivery Location. However, notwithstanding the foregoing, any rightful rejection or revocation of any Goods by Buyer shall immediately shift the risk of loss of such Goods, wherever located, to Vendor. 4.4. Vendor is responsible for (a) the completeness and accuracy of all transport and customs documentation (“Shipping Documents”) it provides to Buyer and (b) any damages or liabilities suffered by Buyer resulting from incomplete or inaccurate Shipping Documents, including their failure to comply with any import or export requirements. 4.5. Packing lists must be included with all shipments and must reference the applicable Order number. Shipments not accompanied by packing lists shall be conclusively deemed to be in the amount of count or weight determined by Buyer. Buyer is not obligated to accept any Goods which are of excess quantities, materially untimely or under-shipments in whole or in part, and such shipments may be returned at Vendor’s expense and risk. All shipments of Goods consisting of hazardous materials (as defined under Title 49 CFR) must be accompanied by five (5) copies of the applicable Safety Data Sheets (SDSs) (formerly known as Material Safety Data Sheets or MSDSs) in substantially the format as currently published by OSHA. Shipments of any such hazardous materials without the required SDS are subject to rejection or return by Xxxxx at Vendor’s expense. 4.6. At any time prior to delivery, Buyer has the right, but not the obligation, to inspect the Goods and the manufacturing facility of Vendor or its supply chain. Further, if appropriate given the nature of the Good, Xxxxx has the right to witness factory acceptance testing of the Goods (“FAT”). FAT shall be of sufficient duration to demonstrate full operation and completion of each cycle or function of the Goods. Prior to FAT, Vendor shall provide Buyer a FAT procedures checklist (in a format satisfactory to Buyer) and complete copies of all Technical Data. 4.7. If the results of Buyer’s inspection and/or FAT cause Buyer to be of the opinion that the Goods, the manufacturing facility, process or procedures do not or are unlikely to materially conform with the requirements of the Contract, Buyer may, without prejudice to any of its rights or remedies hereunder, reject the Goods and all payments made to date shall be refunded to Buyer. 4.8. The failure to inspect, test or discover any defect, the payment of invoices or the transfer of title shall not constitute acceptance of the Goods, relieve Vendor of any of its obligations hereunder, or impair any of Buyer’s rights or remedies under the Contract. 4.9. Upon delivery of the Goods, Vendor shall provide at no additional cost to Buyer: (a) the technical documents (“Technical Data”) and the applicable technical assistance and training in regard to the installation, operation and maintenance of the Goods (“Technical Assistance”) as identified in the Order. Technical Assistance is considered “Services” and shall be performed in accordance with Section 3 herein; and (b) a complete list of spare parts for the Goods (“Spare Parts”) in the format requested by Xxxxx. Upon request, Vendor shall provide Spare Parts price and delivery quotations to Buyer and promptly process Orders for same. Spare Parts are considered Goods hereunder. If Vendor or its supplier intends to cease manufacture of a Spare Part during the normal duration of the life of the Good, Vendor shall give Buyer reasonable advance notice (but not less than 60 days) and make available to Buyer such Spare Parts, at a fair and reasonable price, and in such quantity as Buyer may reasonably require for the purposes of future repair or replacement of the Goods.

Goods Delivery. 4.1. Vendor shall sell to Buyer the equipment, goods, materials, software, systems and such other tangible property described in the Order or as is furnished to Buyer as part of Services (collectively, “Goods”). Goods shall be new, of the best available design, quality, material and workmanship, be without fault, conform in all respects to the Contract, including all specifications and performance requirements identified therein (collectively, “Specifications”), and be fit for their intended purpose. 4.2. The delivery terms and location (“Delivery Location”) for Goods are stated in the Order. Vendor, at its expense, shall be responsible for all shipping and insurance costs, including packing, crating, cartage and freight costs, incurred in delivering the Goods to the Delivery Location. Any loss or damage, whenever occurring, which results from Vendor’s improper packing or crating, shall be borne by Vendor. 4.3. Title and risk of loss to Goods shall transfer to Buyer at the Delivery Location. However, notwithstanding the foregoing, any rightful rejection or revocation of any Goods by Buyer shall immediately shift the risk of loss of such Goods, wherever located, to Vendor. 4.4. Vendor is responsible for (a) the completeness and accuracy of all transport and customs documentation (“Shipping Documents”) it provides to Buyer and (b) any damages or liabilities suffered by Buyer resulting from incomplete or inaccurate Shipping Documents, including their failure to comply with any import or export requirements. 4.5. Packing lists must be included with all shipments and must reference the applicable Order number. Shipments not accompanied by packing lists shall be conclusively deemed to be in the amount of count or weight determined by Buyer. Buyer is not obligated to accept any Goods which are of excess quantities, materially untimely or under-shipments in whole or in part, and such shipments may be returned at Vendor’s expense and risk. All shipments of Goods consisting of hazardous materials (as defined under Title 49 CFROntario’s Occupational Health and Safety Act (“OHSA”) must be accompanied by five (5) copies of the applicable Safety Data Sheets (SDSs) (formerly known as Material Safety Data Sheets or MSDSs) in substantially the format as currently published by OSHAOHSA. Shipments of any such hazardous materials without the required SDS are subject to rejection or return by Xxxxx at Vendor’s expense. 4.6. At any time prior to delivery, Buyer has the right, but not the obligation, to inspect the Goods and the manufacturing facility of Vendor or its supply chain. Further, if appropriate given the nature of the Good, Xxxxx has the right to witness factory acceptance testing of the Goods (“FAT”). FAT shall be of sufficient duration to demonstrate full operation and completion of each cycle or function of the Goods. Prior to FAT, Vendor shall provide Buyer a FAT procedures checklist (in a format satisfactory to Buyer) and complete copies of all Technical Data. 4.7. If the results of Buyer’s inspection and/or FAT cause Buyer to be of the opinion that the Goods, the manufacturing facility, process or procedures do not or are unlikely to materially conform with the requirements of the Contract, Buyer may, without prejudice to any of its rights or remedies hereunder, reject the Goods and all payments made to date shall be refunded to Buyer. 4.8. The failure to inspect, test or discover any defect, the payment of invoices or the transfer of title shall not constitute acceptance of the Goods, relieve Vendor of any of its obligations hereunder, or impair any of Buyer’s rights or remedies under the Contract. 4.9. Upon delivery of the Goods, Vendor shall provide at no additional cost to Buyer: (a) the technical documents (“Technical Data”) and the applicable technical assistance and training in regard to the installation, operation and maintenance of the Goods (“Technical Assistance”) as identified in the Order. Technical Assistance is considered “Services” and shall be performed in accordance with Section 3 herein; and (b) a complete list of spare parts for the Goods (“Spare Parts”) in the format requested by Xxxxx. Upon request, Vendor shall provide Spare Parts price and delivery quotations to Buyer and promptly process Orders for same. Spare Parts are considered Goods hereunder. If Vendor or its supplier intends to cease manufacture of a Spare Part during the normal duration of the life of the Good, Vendor shall give Buyer reasonable advance notice (but not less than 60 days) and make available to Buyer such Spare Parts, at a fair and reasonable price, and in such quantity as Buyer may reasonably require for the purposes of future repair or replacement of the Goods.

Goods Delivery. 4.1. Vendor shall sell to Buyer the equipment, goods, materials, software, systems and such other tangible property described in the Order or as is furnished to Buyer as part of Services (collectively, “Goods”). Goods shall be new, of the best available design, quality, material and workmanship, be without fault, conform in all respects to the Contract, including all specifications and performance requirements identified therein (collectively, “Specifications”), and be fit for their intended purpose. 4.2. The delivery terms and location (“Delivery Location”) for Goods are stated in the Order. Vendor, at its expense, shall be responsible for all shipping and insurance costs, including packing, crating, cartage and freight costs, incurred in delivering the Goods to the Delivery Location. Any loss or damage, whenever occurring, which results from Vendor’s improper packing or crating, shall be borne by Vendor. 4.3. Title and risk of loss to Goods shall transfer to Buyer at the Delivery Location. However, notwithstanding the foregoing, any rightful rejection or revocation of any Goods by Buyer shall immediately shift the risk of loss of such Goods, wherever located, to Vendor. 4.4. Vendor is responsible for (a) the completeness and accuracy of all transport and customs documentation (“Shipping Documents”) it provides to Buyer and (b) any damages or liabilities suffered by Buyer resulting from incomplete or inaccurate Shipping Documents, including their failure to comply with any import or export requirements. 4.5. Packing lists must be included with all shipments and must reference the applicable Order number. Shipments not accompanied by packing lists shall be conclusively deemed to be in the amount of count or weight determined by Buyer. Buyer is not obligated to accept any Goods which are of excess quantities, materially untimely or under-shipments in whole or in part, and such shipments may be returned at Vendor’s expense and risk. All shipments of Goods consisting of hazardous materials (as defined under Title 49 CFR) must be accompanied by five (5) copies of the applicable Safety Data Sheets (SDSs) (formerly known as Material Safety Data Sheets or MSDSs) in substantially the format as currently published by OSHA. Shipments of any such hazardous materials without the required SDS are subject to rejection or return by Xxxxx at Vendor’s expense. 4.6. At any time prior to delivery, Buyer has the right, but not the obligation, to inspect the Goods and the manufacturing facility of Vendor or its supply chain. Further, if appropriate given the nature of the Good, Xxxxx has the right to witness factory acceptance testing of the Goods (“FAT”). FAT shall be of sufficient duration to demonstrate full operation and completion of each cycle or function of the Goods. Prior to FAT, Vendor shall provide Buyer a FAT procedures checklist (in a format satisfactory to Buyer) and complete copies of all Technical Data. 4.7. If the results of BuyerXxxxx’s inspection and/or FAT cause Buyer to be of the opinion that the Goods, the manufacturing facility, process or procedures do not or are unlikely to materially conform with the requirements of the Contract, Buyer may, without prejudice to any of its rights or remedies hereunder, reject the Goods and all payments made to date shall be refunded to Buyer. 4.8. The failure to inspect, test or discover any defect, the payment of invoices or the transfer of title shall not constitute acceptance of the Goods, relieve Vendor of any of its obligations hereunder, or impair any of Buyer’s rights or remedies under the Contract. 4.9. Upon delivery of the Goods, Vendor shall provide at no additional cost to Buyer: (a) the technical documents (“Technical Data”) and the applicable technical assistance and training in regard to the installation, operation and maintenance of the Goods (“Technical Assistance”) as identified in the Order. Technical Assistance is considered “Services” and shall be performed in accordance with Section 3 herein; and (b) a complete list of spare parts for the Goods (“Spare Parts”) in the format requested by Xxxxx. Upon request, Vendor shall provide Spare Parts price and delivery quotations to Buyer and promptly process Orders for same. Spare Parts are considered Goods hereunder. If Vendor or its supplier intends to cease manufacture of a Spare Part during the normal duration of the life of the Good, Vendor shall give Buyer reasonable advance notice (but not less than 60 days) and make available to Buyer such Spare Parts, at a fair and reasonable price, and in such quantity as Buyer may reasonably require for the purposes of future repair or replacement of the Goods.