Common use of Orders and Delivery Clause in Contracts

Orders and Delivery. 3.1 The Seller shall not be obliged to accept any Purchase Order and reserves the right to withdraw any Products from its product range or to vary its product range at any time as it thinks fit. Any Purchase Order shall, unless expressly provided otherwise in the Purchase Order, be irrevocable by the Buyer. 3.2 The Seller shall deliver the Products in accordance with the Contract, provided that time for delivery shall not be of the essence. The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any Purchase Order. Where the Seller is responsible for delivery to the Buyer’s nominated delivery location, the Seller shall deliver using its nominated hauliers/distributors. The Buyer must ensure that the delivery location that it nominates is reasonably accessible by the large, commercial vehicles that may be used from time to time to deliver the Products and that suitable unloading facilities are available, consistent with good health and safety practices. 3.3 The Buyer is responsible for ensuring that there is a suitable person available to inspect and accept delivery of the Products as delivered on behalf of the Buyer during normal working hours of 9am to 5pm Monday to Friday. If no one is available to accept delivery of the Products upon their delivery, the driver may leave without delivering the Products, in which event the Buyer shall bear all costs and expenses arising from delivery at another time or another date, or leave the Products at the delivery location unattended, at the Buyer’s risk. 3.4 If the Buyer fails to accept delivery of the Products within a reasonable period, and in any event within 48 hours, of the date on which they were first tendered for delivery at the delivery location by the Seller, otherwise than due to a breach by the Seller of its obligations under the Contract, then at the Seller’s option, either: (a) the Products shall be deemed to have been delivered and accepted upon the expiration of such 48 hour period; or (b) the Seller may sell the Products at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge the Buyer for any shortfall below the price under the Contract.

Orders and Delivery. 3.1 The Seller shall not be obliged to accept any Purchase Order and reserves the right to withdraw any Products from its product range or to vary its product range at any time as it thinks fit. Any Purchase Order shall, unless expressly provided otherwise in the Purchase Order, be irrevocable by the Buyer. 3.2 The Seller shall deliver the Products in accordance with the Contract, provided that time for delivery shall not be of the essence. The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any Purchase Order. Where the Seller is responsible for delivery to the Buyer’s nominated delivery location, the Seller shall deliver using its nominated hauliers/distributorshauliers /distributors. The Buyer must ensure that the delivery location that it nominates is reasonably accessible by the large, commercial vehicles that may be used from time to time to deliver the Products and that suitable unloading facilities are available, consistent with good health and safety practices. 3.3 The Buyer is responsible for ensuring that there is a suitable person available to inspect and accept delivery of the Products as delivered on behalf of the Buyer during normal working hours of 9am to 5pm Monday to Friday. If no one is available to accept delivery of the Products upon their delivery, the driver may leave without delivering the Products, in which event the Buyer shall bear all costs and expenses arising from delivery at another time or another date, or leave the Products at the delivery location unattended, at the Buyer’s risk. 3.4 If the Buyer fails to accept delivery of the Products within a reasonable period, and in any event within 48 hours, of the date on which they were first tendered for delivery at the delivery location by the Seller, otherwise than due to a breach by the Seller of its obligations under the Contract, then at the Seller’s option, either: (a) the Products shall be deemed to have been delivered and accepted upon the expiration of such 48 hour period; or (b) the Seller may sell the Products at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge the Buyer for any shortfall below the price under the Contract.

Orders and Delivery. 3.1 The Potash purchased by Buyer under this Supply Agreement will be sold and Delivered in accordance with a sales contract to be signed by the Parties, the agreed form of which is attached hereto as Schedule “A” (the “Sales Agreement”). (f) The Sales Agreement must be in the form attached and may only be varied upon mutual agreement of the Parties. Each Sales Agreement shall state the date or range of dates on which the Buyer expects such shipment of Potash to which the Sales Agreement relates, is expected to be delivered (the “Expected Delivery Period”). The Seller shall not be obliged to accept any Purchase Order and reserves must sign the right to withdraw any Products from its product range or to vary its product range at any time as it thinks fit. Any Purchase Order shall, unless expressly provided otherwise in Sales Agreement within three (3) Business Day of the Purchase Order, be irrevocable receipt of a Sales Agreement signed by the Buyer. 3.2 . The Seller shall deliver covenants and undertakes that it will not refuse to sign any Sales Agreement delivered by the Products in accordance with the ContractBuyer, provided that time for delivery shall not be the quantity of Potash under the finalized and signed Sales Agreement is plus or minus 20 percent of the essence. The Buyer shall be responsible to quantity stated in the Seller for ensuring the accuracy of the terms of any Purchase Order. Where the Seller is responsible for delivery to the Buyer’s nominated delivery location, the Seller shall deliver using its nominated hauliers/distributors. The Buyer must ensure that the delivery location that it nominates is reasonably accessible by the large, commercial vehicles that may be used from time to time to deliver the Products and that suitable unloading facilities are available, consistent with good health and safety practicesShipment Schedule under Section 5.2. 3.3 The (g) A shipment of Potash to Buyer is responsible for ensuring that there is a suitable person available to inspect and accept delivery of the Products as delivered on behalf of the Buyer during normal working hours of 9am to 5pm Monday to Friday. If no one is available to accept delivery of the Products upon their delivery, the driver may leave without delivering the Products, in which event the Buyer shall bear all costs and expenses arising from delivery at another time or another date, or leave the Products at the delivery location unattended, at the Buyer’s risk. 3.4 If the Buyer fails to accept delivery of the Products within a reasonable period, and in any event within 48 hours, of the date on which they were first tendered for delivery at the delivery location by the Seller, otherwise than due to a breach by the Seller of its obligations under the Contract, then at the Seller’s option, either: (a) the Products shall be will have been deemed to have been delivered Delivered to Buyer when Potash conforming to the Specifications and accepted upon the expiration terms of the relevant Sales Agreement is loaded on board the Buyer’s designated shipping vessel at the Port of Shipment designated in the Sales Agreement for such 48 hour period; orshipment during the Expected Delivery Period (“Delivered”). Buyer shall have the right to designate the shipper of its choice and at its own arrangement and expenses. The Seller shall advise the Buyer of the exact date of delivery of the shipment to the Port of Shipment during the Expected Delivery Period in writing within 3 Business Days before actual arrival of the cargo at the Port of Shipment. The Seller shall also send to the Buyer the Shipping Advice within three (3) days after the ship onto which the order is loaded has departed from the Port of Shipment. (bh) If Buyer has made orders during a Year for the Annual Minimum Amount in full, but Seller fails to supply the Annual Minimum Amount in full for any reason the Seller may sell shall, in addition to any late loss, costs, damages and other compensation that the Products at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge Seller shall be obligated to pay to the Buyer for under this Supply Agreement or any shortfall below Sales Agreement, indemnity and pay to the price under Buyer all of the ContractBuyer’s loss, costs, damages and expenses arising and accruing from such failure, including but not limited to any costs, damages and expenses incurred by the Buyer in defending or settling any claims, demands, law suits or other proceedings on a full indemnity basis, within 30 days after the end of the relevant Year.

Orders and Delivery. 3.1 The 5.1 Notwithstanding that the Seller may have given a detailed quotation no order shall be binding on the Seller unless and until it has been accepted in writing by the Seller. 5.2 Unless otherwise agreed, delivery of Goods within the UK will be made at the cost of the Buyer to the address specified in the Buyer's order by any method of transportation regarded as suitable by the Seller at its discretion and delivery of Goods destined for export outside the UK will be as stated in the Contract. 5.3 Although the Seller will use all reasonable efforts to meet delivery dates, it shall not be obliged liable to accept the Buyer for any Purchase Order and reserves loss or damage, whether direct, indirect or consequential if it is delayed or prevented, in whole or in part, from delivering the right Goods. 5.4 If the Buyer refuses or fails to withdraw any Products from its product range or to vary its product range at any time as it thinks fit. Any Purchase Order shalltake delivery of the Goods on the date of delivery, unless expressly provided otherwise risk in the Purchase Order, be irrevocable by the Buyer. 3.2 The Seller goods shall deliver the Products in accordance with the Contract, provided that time for delivery shall not be of the essence. The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any Purchase Order. Where the Seller is responsible for delivery pass to the Buyer’s nominated delivery location, the Seller shall deliver using its nominated hauliers/distributors. The Buyer must ensure that the delivery location that it nominates is reasonably accessible by the large, commercial vehicles that may be used from time to time to deliver the Products and that suitable unloading facilities are available, consistent with good health and safety practices. 3.3 The Buyer is responsible for ensuring that there is a suitable person available to inspect and accept delivery of the Products as delivered on behalf of the Buyer during normal working hours of 9am to 5pm Monday to Friday. If no one is available to accept delivery of the Products upon their delivery, the driver may leave without delivering the Products, in which event the Buyer shall bear all costs and expenses arising from delivery at another time or another date, or leave the Products at the delivery location unattended, at the Buyer’s risk. 3.4 If the Buyer fails to accept delivery of the Products within a reasonable period, and in any event within 48 hours, of the date on which they were first tendered for delivery at the delivery location by the Seller, otherwise than due to a breach by the Seller of its obligations under the Contract, then at the Seller’s option, either: (a) the Products goods shall be deemed to have been delivered delivered, the Seller will be entitled at its discretion to store the Goods and accepted upon the expiration Buyer shall in addition to the price payable under clause 7 pay all costs and expenses of such 48 hour period; orstorage and any additional costs of carriage incurred. 5.5 The Buyer shall provide (bat the location where delivery is to take place) and at its expense adequate and appropriate equipment and manual labour for taking delivery. 5.6 The Seller reserves the right to deliver in instalments at its discretion. 5.7 The Buyer shall accept the supply of such quantity of the Goods (whether more or less) as reasonable approximates the stipulated amount of the Buyer's order and a pro-rata adjustment to the total price shall be applied. 5.8 All Goods must be inspected by the Buyer immediately on delivery. If any Goods are damaged or lost or if (subject to clause 5.7) there has been short delivery, the Buyer must endorse the consignment note accordingly and submit a detailed written claim to the Seller or the carrier within 3 days of delivery of the Goods and, in the case of a against a carrier, supply a copy of such claim to the Seller within 7 days of delivery of the Goods. The Buyer's signature on the consignment note without any such endorsement shall release the Seller from any liability in respect of damage or loss in transit or short delivery. 5.9 Each instalment shall constitute a separate contract and shall be paid for accordingly. 5.10 The Buyer shall have no right to cancel any order. In the event that an order is cancelled, the Buyer shall immediately pay to the Seller the full order value of the Goods. 5.11 If the Buyer shall fail to pay the price for any Goods on the due date, the Seller shall be entitled to suspend any delivery of any other order under these conditions or any other contract until the Seller has been paid all sums then outstanding together with the price of Goods ordered but not yet delivered under this or any other contract. 5.12 If the Seller gives written notice to the Buyer that a delivery has been suspended under clause 5.11 and the Buyer does not, within fourteen (14) days, pay all sums then outstanding, the Seller shall be entitled to treat such non-payment as repudiation of any or all contracts between the parties for the supply of goods and, upon acceptance of such repudiation, any and all outstanding orders shall be treated as cancelled by the Buyer and the Seller may sell the Products at the best price readily obtainable claim payment for all sums due for delivered Goods and (after deducting all reasonable storage and selling expenses) cancelled orders under this or any other contract. 5.13 All referred or returned payments will be subject to our standard charge the Buyer for any shortfall below the price under the Contractto cover bank administration cost.