Shipment and Delivery Seller grants the Company the right at any time to specify the carrier and/or method of transportation to be employed in conveying any part or all of the Goods covered herein. In the event that Seller uses an unauthorized carrier and/or method of transportation, then all shipping expenses shall be assumed by Seller. Unless otherwise stated in the Order, all Goods will be shipped FCA shipment point. FCA shall be interpreted in accordance with the version of Incoterms valid at the time of the Seller’s acceptance of the Order. The Seller shall be responsible for preparing and filing all export documentation for all shipments. The Company shall not be obligated to accept early deliveries, partial deliveries or excess deliveries. If Goods are incorrectly delivered, the Seller shall be responsible for any additional expense incurred in delivering the Goods to the correct destination. The delivery date set forth on the Order is of the essence of the Contract. If the Seller anticipates that it will not be able to deliver the Goods upon the agreed delivery date, then the Seller shall immediately notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to on-time delivery hereunder. In such event, the Company may request that the Seller expedite delivery to the maximum extent possible at the Seller’s sole expense. If the Seller does not deliver the Goods by the agreed delivery date, then the Company shall be entitled to liquidated damages as agreed between the parties, up to and including the total Order value. Notwithstanding the foregoing, the Company reserves the right to claim repayment for any and all costs, losses, expenses and damages incurred by the Company that are attributable to the Seller’s delay in delivery. Such liquidated damages shall be paid at the Company’s written demand. Partial deliveries shall not relieve the Seller from liability for any late delivery hereunder. If the Seller discovers that it has shipped any non-conforming Goods to the Company, it shall immediately (and not more than 24 hours after such discovery) notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to defective goods hereunder.
Notice and Delivery Any notice mailed to you will be deemed delivered and received by you, five days after the postmark date. This fifth day following the postmark is the receipt date. Notices will be mailed to the last address we have in our records. You are responsible for ensuring that we have your proper mailing address. Upon your consent, we may provide you with notice in a delivery format other than by mail. Such formats may include various electronic deliveries. Any notice, including terminations, change in personal information, or contributions mailed to us will be deemed delivered when actually received by us based on our ordinary business practices. All notices must be in writing unless our policies and procedures provide for oral notices.
Payment and Delivery Payment for the Option Shares shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing the Option Shares (or through the facilities of DTC) for the account of the Underwriters. The Option Shares shall be registered in such name or names and in such authorized denominations as the Representative may request in writing at least one (1) full Business Day prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Option Shares except upon tender of payment by the Representative for applicable Option Shares.
POINTS OF RECEIPT AND DELIVERY The primary receipt and delivery points are set forth on Appendix A.
Shipping and Delivery a. The prices are the delivered price to any Purchasing Entity. All deliveries shall be F.O.B. destination, freight pre-paid, with all transportation and handling charges paid by the Contractor. Responsibility and liability for loss or damage shall remain the Contractor’s until final inspection and acceptance when responsibility shall pass to the Purchasing Entity except as to latent defects, fraud and Contractor’s warranty obligations. The minimum shipment amount, if any, will be found in the special terms and conditions. Any order for less than the specified amount is to be shipped with the freight prepaid and added as a separate item on the invoice. Any portion of an Order to be shipped without transportation charges that is back ordered shall be shipped without charge.
b. All deliveries will be “Inside Deliveries” as designated by a representative of the Purchasing Entity placing the Order. Inside Delivery refers to a delivery to other than a loading dock, front lobby, or reception area. Specific delivery instructions will be noted on the order form or Purchase Order. Any damage to the building interior, scratched walls, damage to the freight elevator, etc., will be the responsibility of the Contractor. If damage does occur, it is the responsibility of the Contractor to immediately notify the Purchasing Entity placing the Order.
c. All products must be delivered in the manufacturer’s standard package. Costs shall include all packing and/or crating charges. Cases shall be of durable construction, good condition, properly labeled and suitable in every respect for storage and handling of contents. Each shipping carton shall be marked with the commodity, brand, quantity, item code number and the Purchasing Entity’s Purchase Order number.
Orders and Delivery 4.1 The Purchaser may from time to time place Purchase Orders on the Supplier for the Goods and/or Services. Nothing in this Agreement shall prevent the Purchaser from purchasing the same or similar goods and services from a third party.
4.2 The Purchaser may at any time terminate a PO, or where applicable this Agreement, for convenience if the relevant contract in terms whereof Goods and/or Services are on-sold by the Purchaser to a Customer is terminated, by giving the Supplier 30 (thirty) days’ written notice to such effect, in which event the Purchaser shall be liable to pay only for Goods ordered under Purchase Orders placed prior to the delivery of such notice of termination.
4.3 The Goods to be supplied pursuant to this Agreement shall be delivered by the Supplier DDP Delivered Duty Paid (at the Purchaser’s or the Customer’s premises, Gauteng) on or before the delivery date/s stated in the relevant PO or delivery schedule. Time is of the essence in the performance of the Supplier’s obligations.
4.4 Subject to the Supplier’s strict compliance with this clause 4, the Purchaser shall grant to the Supplier an extension of time if and to the extent that delivery is or will be delayed by the following causes:
4.4.1 Additional Goods and/or Services are ordered under clause 5, or
4.4.2 Any delay, impediment or prevention caused by either force majeure or the Purchaser occurs.
4.5 If the Supplier considers itself entitled to an extension of time, the Supplier shall give notice to the Purchaser describing the event or circumstance giving rise to the requested extension of time (in this clause referred to as the “claim”). The notice shall be given as soon as practicable, and in any event not later than 2 (two) days after the Supplier became aware, or should have become aware, of the event or circumstance.
4.6 Within 7 (seven) days after the Supplier sent the notice referred to in clause 4.5 or within such other period as may be proposed by the Supplier and approved by the Purchaser, the Supplier shall send to the Purchaser a fully detailed claim and revised draft delivery schedule which includes full supporting particulars of the basis and duration of the claim. If the event or circumstance giving rise to the claim has a continuing effect:
4.6.1 this fully detailed claim shall be considered as interim;
4.6.2 the Supplier shall send further interim claims at weekly intervals, giving the accumulated delay, and such further particulars as the Purchaser may reasonably require; and
4.6.3 the Supplier shall send a final claim within 7 (seven) days after the end of the effects resulting from the event or circumstance, or within such other period as may be proposed by the Supplier and approved by the Purchaser.
4.7 Within 7 (seven) days after receiving a claim or any further particulars supporting a previous claim, or within such other period as may be proposed by the Purchaser and approved by the Supplier, the Purchaser shall respond with approval, or with disapproval and detailed comments. It may also request further clarification or additional particulars. Should the Purchaser fail to respond within the stated time, it shall be deemed to have rejected the claim.
4.8 A revised delivery schedule shall only become valid and binding once approved by the Purchaser, which approval shall not be unreasonably withheld.
Notices and Delivery Unless otherwise specifically provided herein, any consent, notice or other communication herein required or permitted to be given shall be in writing and may be personally served, telecopied or sent by courier service or United States mail and shall be deemed to have been given when delivered in person or by courier service, upon receipt of a telecopy (or on the next Business Day if such telecopy is received on a non-Business Day or after 5:00 p.m. (at the office of the recipient) on a Business Day) or four (4) Business Days after deposit in the United States mail (registered or certified, with postage prepaid and properly addressed). Notices to Agent pursuant to ARTICLE II shall not be effective until received by Agent. For the purposes hereof, the addresses of the parties hereto (until notice of a change thereof is delivered as provided in this SECTION 12.6) shall be as set forth below each party's name on the signature pages hereof, or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties. All deliveries to be made to Agent for distribution to the Lenders shall be made to Agent at the addresses specified for notice on the signature page hereto and in addition, a sufficient number of copies of each such delivery shall be delivered to Agent for delivery to each Lender at the address specified for deliveries on the signature page hereto or such other address as may be designated by Agent in a written notice.
Notice of Acceptance Notice of each Offeree’s intention to accept, in whole or in part, any Offer made shall be evidenced by a writing signed by such Offeree and delivered to the Company prior to the end of the 20-day period of such offer, setting forth such of the Offeree’s Basic Amount as such Offeree elects to purchase and, if such Offeree shall elect to purchase all of its Basic Amount, such Undersubscription Amount as such Offeree shall elect to purchase (the “Notice of Acceptance”). If the Basic Amounts subscribed for by all Offerees are less than the total Offered Securities, then each Offeree who has set forth Undersubscription Amounts in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed for, all Undersubscription Amounts it has subscribed for; provided, however, that should the Undersubscription Amounts subscribed for exceed the difference between the Offered Securities and the Basic Amounts subscribed for (the “Available Undersubscription Amount”), each Offeree who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion of the Available Undersubscription Amount as the Undersubscription Amount subscribed for by such Offeree bears to the total Undersubscription Amounts subscribed for by all Offerees, subject to rounding by the Board of Directors to the extent it reasonably deems necessary.
Telecopy Execution and Delivery A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof.
ORDERING AND DELIVERY An Order will be binding on both parties when signed by authorized representatives of Licensee. Each Order shall include the following information: (a) the Software licensed or to which Support and Maintenance shall apply, and (b) the applicable fees. No additional or different terms in any purchase order or similar document shall modify the terms of this Agreement. For purposes of this Agreement, initial delivery of the Software and Documentation will be deemed to have occurred upon MyECheck providing Licensee with a password to access a web page from which Licensee may download the Software and Documentation. The Software will be deemed accepted upon initial delivery, subject to the warranties in Section 9.
