Common use of MANUFACTURE AND DELIVERY OF THE PRODUCTS Clause in Contracts

MANUFACTURE AND DELIVERY OF THE PRODUCTS. 5.1 The Company shall use all reasonable endeavours to manufacture and maintain sufficient stocks of the Products to fulfil its obligations under this agreement. No accepted order for Product or Products may be modified or cancelled except in writing and as agreed by the Company and any terms or conditions of purchase, order or change order which add to, modify or conflict with the terms or conditions of this agreement shall be deemed excluded and of no legal effect as between the parties. 5.2 Delivery of the Products shall take place FOB Port. 5.3 The Distributor shall, within 30 days of the arrival of each delivery of the Products at the Distributor's premises, give notice to the Company of any defect by reason of which the Distributor alleges that the Products delivered are not in accordance with the Specification and which should be apparent on reasonable inspection. All claims must be in writing, must recite the nature and details of the claim, the date the cause of the claim was first observed and the serial number of the Product concerned. 5.4 If the Distributor rejects any delivery of the Products which are not in accordance with the Specification, the Company shall, within 30 days of being requested to do so by the Distributor, repair the relevant Products or supply replacement Products which are in accordance with the Specification (in which event the Company shall not be deemed to be in breach of this agreement or have any liabilities to the Distributor) or shall notify the Distributor that it is unable to do so. For the avoidance of doubt, the Distributor's sole remedy against the Company with respect to Products considered to be defective or faulty shall be to require, at the sole discretion of the Company, (i) the repair of such Products; (ii) the replacement of such Products with Products which conform to the requirements set out in this agreement; or (iii) the refund of the purchase price of such Products paid by the Distributor to the Company excluding any freight, taxes or other charges. 5.5 If the Company is unable to meet the requirements of any order placed on it by the Distributor in terms of either numbers of Products or delivery times, or if the Company is unable to repair the Products or supply replacement Products in accordance with clause 5.4 within six months of a request from the Distributor then the Distributor shall, subject to payment of a royalty of 5% of the Net Selling Price of the Products, be entitled to manufacture itself or to obtain from any other person such quantity of the Products as the Company has been unable so to supply, and that quantity shall be deemed, for the purposes only of clause 10, to have been ordered from the Company.

MANUFACTURE AND DELIVERY OF THE PRODUCTS. 5.1 The Company shall use all reasonable endeavours to manufacture and maintain sufficient stocks of the Products to fulfil its obligations under this agreement. No accepted order for Product or Products may be modified or cancelled except in writing and as agreed by the Company and any terms or conditions of purchase, order or change order which add to, modify or conflict with the terms or conditions of this agreement shall be deemed excluded and of no legal effect as between the parties. 5.2 4.1 Delivery of the Products shall take place FOB Portbe at terms CIF Guangzhou or Shenzen Port in China. The supplier shall deliver, at their costs, to the port of entry into China. The Customer shall, at their expense, import, clear and provide all activities to nationalize the product into China. The Supplier shall provide all necessary export documents, in advance, to facilitate the timely clearing of the product. 5.3 4.2 The Distributor shall, within 30 days of Supplier shall ensure that the arrival of each Products are thoroughly inspected and meet the Specifications prior to the delivery of the Products as described in clause 4.1. 4.3 The Supplier shall take all reasonable steps including BUT not limited to propagation activities to continue to improve the quality of the Products. 4.4 The Customer shall upon receiving Products at the DistributorCustomer's premises, give notice to warehouse inspect the Company Products within fourteen (14) Business Days of such delivery and notify the Supplier upon inspection of any defect by reason of which the Distributor Customer alleges that the Products delivered are not in accordance with the Specification and which should be apparent on reasonable inspection. All claims must . 4.5 If the Customer FAILS to give any notice as described in clause 4.4 then, except in respect of any defect which is not one which should be apparent on reasonable inspection, the Products shall be conclusively presumed to be in writingall respects in accordance with the Specification, must recite and accordingly the nature and details Customer shall be deemed to have accepted the delivery of the claim, the date the cause of the claim was first observed Products in question and the serial number of Supplier shall have no liability to the Product concernedCustomer with respect to that delivery. 5.4 4.6 If the Distributor Customer rejects any delivery of the Products which are not in accordance with the Specification, the Company shall, within 30 days of being requested to do so by the Distributor, repair the relevant Products or supply replacement Products which are in accordance conformity with the Specification (in which event "Defective Products"), (without prejudice to clause 8.2 or 8.4) the Company shall not be deemed Customer may still proceed to buy the Defective Products from the Supplier at such price to be in breach of this agreement mutually agreed between the Supplier and the Customer. In the event that the Customer does not purchase the Defective Products (without any obligations or have any liabilities liability by the Customer to the DistributorSupplier), then the following shall occur: a) or The Supplier shall notify pay the Distributor that it is unable to do so. For Customer all the avoidance of doubt, the Distributor's sole remedy against the Company with respect to Products considered to be defective or faulty shall be to require, at the sole discretion of the Company, (i) the repair of such Products; (ii) the replacement of such Products with Products which conform to the requirements set out in this agreement; or (iii) the refund of the purchase price of such Products monies paid by the Distributor Customer for the respective Products supplied by Customer to Supplier; and b) Supplier can sell the same to such third party provided the proceeds from that sale shall be utilised in priority to pay the Customer all the monies paid by the Customer for the respective Products; All remaining proceeds will be paid to the Company excluding any freight, taxes supplier. 4.7 Risk in and responsibility for the Products shall pass to the Customer once the Products are received at the Port of Guangzhou (or other charges. 5.5 If the Company is unable to meet the requirements of any order placed on it by the Distributor acceptable port). Property and title in terms of either numbers of Products or delivery times, or if the Company is unable to repair the Products or supply replacement shall not pass to the Customer until the Supplier has received full payment for the Products in accordance with clause 5.4 within six months of a request from the Distributor then the Distributor shall, subject to payment of a royalty of 5% of the Net Selling Price of the Products, be entitled to manufacture itself or to obtain from any other person such quantity . 4.8 The delivery of the Products as by the Company has been unable so Supplier to supply, and that quantity the Customer shall be deemed, in packing sizes and material acceptable to Customer. The Customer shall be entitled under this Agreement to net off the packaging material weight. The cost for the purposes only of clause 10, to have been ordered from packaging shall be paid by the CompanySupplier.

MANUFACTURE AND DELIVERY OF THE PRODUCTS. 5.1 7.1 The Company Supplier shall use all reasonable its best endeavours to manufacture and maintain sufficient stocks of the Products to fulfil fulfill its obligations under this agreement. No accepted order for Product or Products may be modified or cancelled except in writing and as agreed by the Company and any terms or conditions of purchase, order or change order which add to, modify or conflict with the terms or conditions of this agreement shall be deemed excluded and of no legal effect as between the partiesAgreement. 5.2 7.2 The Supplier shall ensure delivery of each of the Customer's orders of the Products on the date specified in the order, and time of delivery stall be of the essence. 7.3 Delivery of the Products shall be on a CIF basis and shall take place FOB Port. 5.3 at the premises of Terra Limited at Institute Road, Bailieboro, Co Cavan or such other location as the Customer may agree with the Supplier. The Distributor shall, within 30 days of obligation to store the arrival of each Products in bonded warehouse storage shall pass from the Supplier to the Customer or its nominee upon delivery of the Products at the Distributor's premises, give notice pursuant to clause 7.3 to the Company Customer or its agents. 7.4 The Supplier shall comply with all applicable regulations or other legal requirements concerning the manufacture and delivery of the Products. 7.5 The Customer, or its nominee, shall be entitled to reject any defect by reason of which the Distributor alleges that the Products delivered which are not in accordance with the Specification and which should be apparent on reasonable inspection. All claims must be in writing, must recite the nature and details within 14 days of delivery of the claimProducts to the Customer or its nominee as the case may be and failing such rejection, be deemed to have accepted the date Products one day after expiry of such 14 day period. 7.6 The Supplier shall supply the cause Customer or its nominee in good time with any instructions or other information required to enable the Customer or its nominee to accept delivery of the claim was first observed and the serial number of the Product concernedProducts. 5.4 7.7 If the Distributor Customer or its nominee rejects any delivery of the Products which are not in accordance with clause 7.5 the Specification, Supplier at its own cost shall forthwith take possession of such Products and remove them from the Company shall, premises of Terra Limited or from such other location to which such Products were delivered and the Supplier shall within 30 10 days of being requested to do so by the Distributor, repair the relevant Products Customer or its nominee supply replacement Products which are in accordance with the Specification (in which event the Company Supplier shall not be deemed to be in breach of this agreement Agreement or have any liabilities liability to the DistributorCustomer) or shall notify the Distributor Customer or its nominee that it is unable to do so. For , whereupon the avoidance of doubt, the Distributor's sole remedy against the Company with respect to Products considered to be defective Customer or faulty its nominee shall be to require, at the sole discretion of the Company, (i) the repair of such Products; (ii) the replacement of such Products with Products which conform to the requirements set out in this agreement; or (iii) the refund of the purchase price of such Products paid by the Distributor to the Company excluding any freight, taxes or other charges. 5.5 If the Company is unable to meet the requirements of any order placed on it by the Distributor in terms of either numbers of Products or delivery times, or if the Company is unable to repair the Products or supply replacement Products in accordance with clause 5.4 within six months of a request from the Distributor then the Distributor shall, subject to payment of a royalty of 5% of the Net Selling Price of the Products, be entitled to manufacture itself or to obtain from any other person such quantity of the Products as the Company Supplier has been unable so to supply, and that quantity shall be deemed, for the purposes only provisions of clause 102.5 shall apply accordingly. 7.8 The Supplier on request, shall, at the Suppliers cost, send to have been ordered from the CompanyCustomer or its nominee samples of the Products or any other Products manufactured by the Supplier.

MANUFACTURE AND DELIVERY OF THE PRODUCTS. 5.1 The Company shall use all reasonable endeavours to manufacture and maintain sufficient stocks of the Products to fulfil its obligations under this agreement. No accepted order for Product or Products may be modified or cancelled except in writing and as agreed by the Company and any terms or conditions of purchase, order or change order which add to, modify or conflict with the terms or conditions of this agreement shall be deemed excluded and of no legal effect as between the parties. 5.2 4.1 Delivery of the Products shall take place be at terms FOB PortHai phong port in Vietnam. The supplier shall deliver, at their cosxx, xo the port out of Vietnam. The Supplier shall provide all necessary export documents, in advance, to facilitate the timely shipping of the product. 5.3 4.2 The Distributor shall, within 30 days of Supplier shall ensure that the arrival of each Products are thoroughly inspected and meet the Specifications prior to the delivery of the Products as described in clause 4.1. 4.3 The Supplier shall take all reasonable steps including but not limited to propagation activities to continue to improve the quality of the Products. 4.4 The Customer shall be responsible for the delivery of Products to PureCircle. Upon receiving Products at PureCircle's warehouse PureCircle shall inspect the Distributor's premises, give notice to Products within fourteen (14) Business Days of such delivery and notify the Company Customer upon inspection of any defect by reason of which the Distributor PureCircle alleges that the Products delivered are not in accordance with the Specification and which should be apparent on reasonable inspection. All claims must Upon receiving such notification from PureCircle, Customer shall notify Supplier of the same within forty-eight (48) hours. 4.5 If the Customer fails to give any notice as described in clause 4.4 then, except in respect of any defect which is not one which should be apparent on reasonable inspection, the Products shall be conclusively presumed to be in writingall respects in accordance with the Specification, must recite and accordingly the nature and details Customer shall be deemed to have accepted the delivery of the claim, the date the cause of the claim was first observed Products in question and the serial number of Supplier shall have no liability to the Product concernedCustomer with respect to that delivery. 5.4 4.6 If the Distributor Customer rejects any delivery of the Products which are not in accordance with the Specification, the Company shall, within 30 days of being requested to do so by the Distributor, repair the relevant Products or supply replacement Products which are in accordance conformity with the Specification (in which "Defective Products"), the Customer may still proceed to buy the Defective Products from the Supplier at such price to be mutually agreed between the Customer and the Supplier. In the event the Company Customer does not purchase the Defective Products because their quality is below acceptable standards or because the Parties cannot mutually agree on a price, then the following shall not be deemed to be in breach of this agreement or have any liabilities to occur: a) The Supplier shall pay the Distributor) or shall notify Customer all the Distributor that it is unable to do so. For the avoidance of doubt, the Distributor's sole remedy against the Company with respect to Products considered to be defective or faulty shall be to require, at the sole discretion of the Company, (i) the repair of such Products; (ii) the replacement of such Products with Products which conform to the requirements set out in this agreement; or (iii) the refund of the purchase price of such Products monies paid by the Distributor Customer for the respective Products supplied by the Customer to Supplier, and b) Supplier may sell the same to third parties and shall then utilize the proceeds of such sale to first pay the Customer all the monies paid by the Customer for the respective products and then all remaining proceeds, if any, will be paid to the Company excluding any freightSupplier. 4.7 Subject to Clause 4.4 and 4.6, taxes all other risk in and responsibility for the Products shall pass to the Customer once the Products are received at the Port of Hai Phong (or other charges. 5.5 If the Company is unable to meet the requirements of any order placed on it by the Distributor acceptable port as mutually agreed in terms of either numbers of Products or delivery times, or if the Company is unable to repair writing). Xxxxerty and title in the Products or supply replacement shall not pass to the Customer until the Supplier has received full payment for the Products in accordance with clause 5.4 within six months of a request from the Distributor then the Distributor shall, subject to payment of a royalty of 5% of the Net Selling Price of the Products, be entitled to manufacture itself or to obtain from any other person such quantity . 4.8 The delivery of the Products as by the Company has been unable so Supplier to supply, and that quantity the Customer shall be deemed, in packing sizes and material acceptable to Customer. The Customer shall be entitled under this Agreement to net off the packaging material weight. The cost for the purposes only of clause 10, to have been ordered from packaging shall be paid by the CompanySupplier.