Common use of Sale and Delivery Clause in Contracts

Sale and Delivery. a) All orders are subject to acceptance by Keysight. All orders are governed by the applicable trade term specified on the quotation or agreed to by Keysight, as defined in Incoterms 2020. These Terms of Sale shall remain in full force and effect until full and final payment of all sums due by Customer in accordance with the terms stated herein (the “Term”). b) All prices set forth in the quote, purchase order, and order acknowledgement shall set forth the total installment purchase price of the Hardware, and total cost of the Services and the license of the Software (the “Total Cost”). All prices exclude any applicable sales, value added or similar taxes payable by Customer, which may be stated separately in quotations or invoices. Unless otherwise indicated on a quotation, all prices include all shipping and handling charges. c) Title to Hardware will pass to Customer upon acceptance as set forth in Section 1(e). d) Customer may cancel any order prior to shipment at no charge. All Product returns are subject to Keysight approval and payment of all applicable charges. e) For Products which do not include installation in the purchase price, acceptance shall occur upon delivery. For Products which include installation in the purchase price, acceptance shall occur when the Product passes Keysight’s installation and test procedures. If Customer schedules or delays installation by more than thirty (30) days after delivery, then acceptance of the Product shall occur on the thirty-first (31st) day after delivery. f) Customers shall be billed in one invoice for the Total Cost of the purchase price, license fee and service charge, which shall be paid in installments during the Term. If Customer fails to pay any installment as and when due under these Terms of Sale, then all remaining unpaid installments shall become due and payable in one lump sum and Customer shall pay the remaining Total Cost immediately after notice from Keysight. Notice shall not be required if Customer is the debtor in a voluntary or involuntary bankruptcy case. All installments shall continue to be paid by Customer notwithstanding any loss or delay in the use of any Products or Software as a result of any warranty, repair or other Service being rendered to Customer. All payments by Customer are non-refundable, except as set forth in Section 4(b) hereof. g) To secure Customer’s payment and performance of its obligations under these Terms of Sale, Customer hereby grants to Keysight and its successors and assigns a security interest (to the maximum allowed under applicable law) in the Product and all proceeds of the foregoing. h) Upon Customer’s default under these Terms of Sale, in addition to any rights and remedies set forth in these Terms of Sale, Keysight, shall have all of the rights and remedies of a secured party under the Spanish Civil Code. Keysight may (i) enter upon Customer's premises to take possession of, assemble and collect the Product or to render it unusable; or (ii) require Customer to assemble the Product and make it available at a place Keysight designates in writing which is mutually convenient, to allow Keysight to take possessions or dispose of the Product. In connection with any effort to collect amounts due by Customer to Keysight, Keysight shall be permitted to recover all of its reasonable attorneys and experts fees and costs in addition to amounts recoverable hereunder. i) During the Term, Customer shall not sell, assign, sublet, hypothecate or otherwise encumber or permit any lien, mortgage or security interest upon or against any interest in the agreement and these Terms of Sale, Product or Software. Customer shall not alter any Product or Software, or move any Product from its original location without Keysight’s prior written consent. Customer shall allow Keysight to inspect the Products upon reasonable prior written notice (not being less than 5 business days). Relocation by Keysight’s support personnel shall not constitute Keysight’s consent. j) Customer may prepay the remaining Total Cost at any time by giving to Keysight at least thirty (30) days’ prior written notice.

Sale and Delivery. a) All orders are subject to acceptance by Keysight. All orders are governed by the applicable trade term specified on the quotation or agreed to by Keysight, as defined in Incoterms 2020. These Terms of Sale shall remain in full force and effect until full and final payment of all sums due by Customer in accordance with the terms stated herein (the “Term”). b) All prices set forth in the quote, purchase order, and order acknowledgement shall set forth the total installment purchase price of the Hardware, and total cost of the Services and the license of the Software (the “Total Cost”). All prices exclude any applicable sales, value added or similar taxes payable by Customer, which may be stated separately in quotations or invoices. Unless otherwise indicated on a quotation, all prices include all shipping and handling charges. c) Title to Hardware will pass to Customer upon acceptance as set forth in Section 1(e). d) Customer may cancel any order prior to shipment at no charge. All Product returns are subject to Keysight approval and payment of all applicable charges. e) For Products which do not include installation in the purchase price, acceptance shall occur upon delivery. For Products which include installation in the purchase price, acceptance shall occur when the Product passes Keysight’s installation and test procedures. If Customer schedules or delays installation by more than thirty (30) days after delivery, then acceptance of the Product shall occur on the thirty-first (31st) day after delivery. f) Customers shall be billed in one invoice for the Total Cost of the purchase price, license fee and service charge, which shall be paid in installments during the Term. If Customer fails to pay any installment as and when due under these Terms of Sale, then all remaining unpaid installments shall become due and payable in one lump sum and Customer shall pay the remaining Total Cost immediately after notice from Keysight. Notice shall not be required if Customer is the debtor in a voluntary or involuntary bankruptcy case. All installments shall continue to be paid by Customer notwithstanding any loss or delay in the use of any Products or Software as a result of any warranty, repair or other Service being rendered to Customer. All payments by Customer are non-refundable, except as set forth in Section 4(b) hereof. g) To secure Customer’s payment and performance of its obligations under these Terms of Sale, Customer hereby grants to Keysight and its successors and assigns a security interest (to the maximum allowed under applicable law) in the Product and all proceeds of the foregoing. h) . Upon Customer’s default under these Terms of Sale, in addition to any rights and remedies set forth in these Terms of Sale, Keysight, shall have all of the rights and remedies of a secured party under the Spanish Civil Codeapplicable laws. Keysight may (i) enter upon Customer's premises to take possession of, assemble and collect the Product or to render it unusable; or (ii) require Customer to assemble the Product and make it available at a place Keysight designates in writing which is mutually convenient, to allow Keysight to take possessions or dispose of the Product. In connection with any effort to collect amounts due by Customer to Keysight, Keysight shall be permitted to recover all of its reasonable attorneys and experts fees and costs in addition to amounts recoverable hereunder. ih) During the Term, Customer shall not sell, assign, sublet, hypothecate or otherwise encumber or permit any lien, mortgage or security interest upon or against any interest in the agreement and these Terms of Sale, Product or Software. Customer shall not alter any Product or Software, or move any Product from its original location without Keysight’s prior written consent. Customer shall allow Keysight to inspect the Products upon reasonable prior written notice (not being less than 5 business days). Relocation by Keysight’s support personnel shall not constitute Keysight’s consent. ji) Customer may prepay the remaining Total Cost at any time by giving to Keysight at least thirty (30) days’ prior written notice.

Sale and Delivery. a) All orders are subject to acceptance by KeysightXxxxxxxx. All orders are governed by the applicable trade term specified on the quotation or agreed to by Keysight, as defined in Incoterms 2020. These Terms of Sale shall remain in full force and effect until full and final payment of all sums due by Customer in accordance with the terms stated herein (the “Term”). b) All prices set forth in the quote, purchase order, and order acknowledgement shall set forth the total installment purchase price of the Hardware, and total cost of the Services and the license of the Software (the “Total Cost”). All prices exclude any applicable sales, value added or similar taxes payable by Customer, which may be stated separately in quotations or invoices. Unless otherwise indicated on a quotation, all prices include all shipping and handling charges. c) Title to Hardware will pass to Customer upon acceptance as set forth in Section 1(e). d) Customer may cancel any order prior to shipment at no charge. All Product returns are subject to Keysight approval and payment of all applicable charges. e) For Products which do not include installation in the purchase price, acceptance shall occur upon delivery. For Products which include installation in the purchase price, acceptance shall occur when the Product passes Keysight’s installation and test procedures. If Customer schedules or delays installation by more than thirty (30) days after delivery, then acceptance of the Product shall occur on the thirty-first (31st) day after delivery. f) Customers shall be billed in one invoice for the Total Cost of the purchase price, license fee and service charge, which shall be paid in installments during the Term. If Customer fails to pay any installment as and when due under these Terms of Sale, then all remaining unpaid installments shall become due and payable in one lump sum and Customer shall pay the remaining Total Cost immediately after notice from Keysight. Notice shall not be required if Customer is the debtor in a voluntary or involuntary bankruptcy case. All installments shall continue to be paid by Customer notwithstanding any loss or delay in the use of any Products or Software as a result of any warranty, repair or other Service being rendered to Customer. All payments by Customer are non-refundable, except as set forth in Section 4(b) hereof. g) To secure Customer’s payment and performance of its obligations under these Terms of Sale, Customer hereby grants to Keysight and its successors and assigns a security interest (to the maximum allowed under applicable law) in the Product and all proceeds of the foregoing. h) Upon Customer’s default under these Terms of Sale, in addition to any rights and remedies set forth in these Terms of Sale, Keysight, shall have all of the rights and remedies of a secured party under the Spanish Civil Codeapplicable laws. Keysight may (i) enter upon Customer's premises to take possession of, assemble and collect the Product or to render it unusable; or (ii) require Customer to assemble the Product and make it available at a place Keysight designates in writing which is mutually convenient, to allow Keysight to take possessions or dispose of the Product. In connection with any effort to collect amounts due by Customer to Keysight, Keysight shall be permitted to recover all of its reasonable attorneys and experts fees and costs in addition to amounts recoverable hereunder. h) To secure Customer’s payment and performance of its obligations under these Terms of Sale, Customer hereby grants to Keysight and its successors and assigns a security interest (to the maximum extent permitted by law) in the Product and all proceeds of the foregoing. i) During the Term, Customer shall not sell, assign, sublet, hypothecate or otherwise encumber or permit any lien, mortgage or security interest upon or against any interest in the agreement and these Terms of Sale, Product or Software. Customer shall not alter any Product or Software, or move any Product from its original location without Keysight’s prior written consent. Customer shall allow Keysight to inspect the Products upon reasonable prior written notice (not being less than 5 business days). Relocation by KeysightXxxxxxxx’s support personnel shall not constitute Keysight’s consent. j) Customer may prepay the remaining Total Cost at any time by giving to Keysight at least thirty (30) days’ prior written notice.

Sale and Delivery. a) All orders are subject to acceptance by KeysightXxxxxxxx. All orders are governed by the applicable trade term specified on the quotation or agreed to by Keysight, as defined in Incoterms 2020. These Terms of Sale shall remain in full force and effect until full and final payment of all sums due by Customer in accordance with the terms stated herein (the “Term”). b) All prices set forth in the quote, purchase order, and order acknowledgement shall set forth the total installment purchase price of the Hardware, and total cost of the Services and the license of the Software (the “Total Cost”). All prices exclude any applicable sales, value added or similar taxes payable by Customer, which may be stated separately in quotations or invoices. Unless otherwise indicated on a quotation, all prices include all shipping and handling charges. c) Title to Hardware will pass to Customer upon acceptance as set forth in Section 1(e). d) Customer may cancel any order prior to shipment at no charge. All Product returns are subject to Keysight approval and payment of all applicable charges. e) For Products which do not include installation in the purchase price, acceptance shall occur upon delivery. For Products which include installation in the purchase price, acceptance shall occur when the Product passes Keysight’s installation and test procedures. If Customer schedules or delays installation by more than thirty (30) days after delivery, then acceptance of the Product shall occur on the thirty-first (31st) day after delivery. f) Customers shall be billed in one invoice for the Total Cost of the purchase price, license fee and service charge, which shall be paid in installments during the Term. If Customer fails to pay any installment as and when due under these Terms of Sale, then all remaining unpaid installments shall become due and payable in one lump sum and Customer shall pay the remaining Total Cost immediately after notice from Keysight. Notice shall not be required if Customer is the debtor in a voluntary or involuntary bankruptcy case. All installments shall continue to be paid by Customer notwithstanding any loss or delay in the use of any Products or Software as a result of any warranty, repair or other Service being rendered to Customer. All payments by Customer are non-refundable, except as set forth in Section 4(b) hereof. g) To secure Customer’s payment and performance of its obligations under these Terms of Sale, Customer hereby grants to Keysight and its successors and assigns a security interest (to the maximum allowed under applicable extent permitted by law) in the Product and all proceeds of the foregoing. h) Upon Customer’s default under these Terms of Sale, in addition to any rights and remedies set forth in these Terms of Sale, Keysight, shall have all of the rights and remedies of a secured party under the Spanish Civil Codeapplicable law. Keysight may (i) enter upon Customer's premises to take possession of, assemble and collect the Product or to render it unusable; or (ii) require Customer to assemble the Product and make it available at a place Keysight designates in writing which is mutually convenient, to allow Keysight to take possessions or dispose of the Product. In connection with any effort to collect amounts due by Customer to Keysight, Keysight shall be permitted to recover all of its reasonable attorneys and experts fees and costs in addition to amounts recoverable hereunder. i) During the Term, Customer shall not sell, assign, sublet, hypothecate or otherwise encumber or permit any lien, mortgage or security interest upon or against any interest in the agreement and these Terms of Sale, Product or Software. Customer shall not alter any Product or Software, or move any Product from its original location without Keysight’s prior written consent. Customer shall allow Keysight to inspect the Products upon reasonable prior written notice (not being less than 5 business days). Relocation by KeysightXxxxxxxx’s support personnel shall not constitute Keysight’s consent. j) Customer may prepay the remaining Total Cost at any time by giving to Keysight at least thirty (30) days’ prior written notice.

Sale and Delivery. a) All orders are subject to acceptance by KeysightXxxxxxxx. All orders are governed by the applicable trade term specified on the quotation or agreed to by Keysight, as defined in Incoterms 2020. These Terms of Sale shall remain in full force and effect until full and final payment of all sums due by Customer in accordance with the terms stated herein (the “Term”). b) All prices set forth in the quote, purchase order, and order acknowledgement shall set forth the total installment purchase price of the Hardware, and total cost of the Services and the license licence of the Software (the “Total Cost”). All prices exclude any applicable sales, value added or similar taxes payable by Customer, which may be stated separately in quotations or invoices. Unless otherwise indicated on a quotation, all prices include all shipping and handling charges. c) Title to Hardware will pass to Customer upon acceptance as set forth in Section 1(e). d) Customer may cancel any order prior to shipment at no charge. All Product returns are subject to Keysight approval and payment of all applicable charges. e) For Products which do not include installation in the purchase price, acceptance shall occur upon delivery. For Products which include installation in the purchase price, acceptance shall occur when the Product passes Keysight’s installation and test procedures. If Customer schedules or delays installation by more than thirty (30) days after delivery, then acceptance of the Product shall occur on the thirty-first (31st) day after delivery. f) Customers shall be billed in one invoice for the Total Cost of the purchase price, license licence fee and service charge, which shall be paid in installments during the Term. If Customer fails to pay any installment as and when due under these Terms of Sale, then all remaining unpaid installments shall become due and payable in one lump sum and Customer shall pay the remaining Total Cost immediately after notice from Keysight. Notice shall not be required if Customer is the debtor in a voluntary or involuntary bankruptcy case. All installments shall continue to be paid by Customer notwithstanding any loss or delay in the use of any Products or Software as a result of any warranty, repair or other Service being rendered to Customer. All payments by Customer are non-refundable, except as set forth in Section 4(b) hereof. g) To secure Customer’s payment and performance of its obligations under these Terms of Sale, Customer hereby grants to Keysight and its successors and assigns a security interest (to the maximum allowed under applicable law) in fixed charge over the Product and all proceeds of the foregoing. h) Upon Customer’s default under these Terms of Sale, in addition to any rights and remedies set forth in these Terms of Sale, Keysight, shall have all of the rights and remedies of a secured party under the Spanish Civil Codeapplicable law. Keysight may (i) enter upon Customer's premises to take possession of, assemble and collect the Product or to render it unusable; or (ii) require Customer to assemble the Product and make it available at a place Keysight designates in writing which is mutually convenient, to allow Keysight to take possessions or dispose of the Product. In connection with any effort to collect amounts due by Customer to Keysight, Keysight shall be permitted to recover all of its reasonable attorneys and experts fees and costs in addition to amounts recoverable hereunder. i) During the Term, Customer shall not sell, assign, sublet, hypothecate pledge or otherwise encumber or permit any lien, mortgage or security interest upon or against any interest in the agreement and these Terms of Sale, Product or Software. Customer shall not alter any Product or Software, or move any Product from its original location without Keysight’s prior written consent. Customer shall allow Keysight to inspect the Products upon reasonable prior written notice (not being less than 5 business days). Relocation by KeysightXxxxxxxx’s support personnel shall not constitute Keysight’s consent. j) Customer may prepay the remaining Total Cost at any time by giving to Keysight at least thirty (30) days’ prior written notice.

Sale and Delivery. a) All orders are subject to acceptance by KeysightXxxxxxxx. All orders are governed by the applicable trade term specified on the quotation or agreed to by Keysight, as defined in Incoterms 2020. These Terms of Sale shall remain in full force and effect until full and final payment of all sums due by Customer in accordance with the terms stated herein (the “Term”). b) All prices set forth in the quote, purchase order, and order acknowledgement shall set forth the total installment purchase price of the Hardware, and total cost of the Services and the license of the Software (the “Total Cost”). All prices exclude any applicable sales, value added or similar taxes payable by Customer, which may be stated separately in quotations or invoices. Unless otherwise indicated on a quotation, all prices include all shipping and handling charges. c) Title to Hardware will pass to Customer upon acceptance as set forth in Section 1(e). d) Customer may cancel any order prior to shipment at no charge. All Product returns are subject to Keysight approval and payment of all applicable charges. e) For Products which do not include installation in the purchase price, acceptance shall occur upon delivery. For Products which include installation in the purchase price, acceptance shall occur when the Product passes Keysight’s installation and test procedures. If Customer schedules or delays installation by more than thirty (30) days after delivery, then acceptance of the Product shall occur on the thirty-first (31st) day after delivery. f) Customers shall be billed in one invoice for the Total Cost of the purchase price, license fee and service charge, which shall be paid in installments during the Term. If Customer fails to pay any installment as and when due under these Terms of Sale, then all remaining unpaid installments shall become due and payable in one lump sum and Customer shall pay the remaining Total Cost immediately after notice from Keysight. Notice shall not be required if Customer is the debtor in a voluntary or involuntary bankruptcy case. All installments shall continue to be paid by Customer notwithstanding any loss or delay in the use of any Products or Software as a result of any warranty, repair or other Service being rendered to Customer. All payments by Customer are non-refundable, except as set forth in Section 4(b) hereof. g) To secure Customer’s payment and performance of its obligations under these Terms of Sale, Customer hereby grants and assigns to Keysight and its successors and assigns a security interest (to the maximum allowed under applicable law) in the Product and all proceeds of the foregoing. h) Upon Customer’s default under these Terms of Sale, in addition to any rights and remedies set forth in these Terms of Sale, Keysight, shall have all of the rights and remedies of a secured party under the Spanish Civil Codepermitted according to applicable law. Keysight may (i) enter upon Customer's premises to take possession of, assemble and collect the Product or to render it unusable; or (ii) require Customer to assemble the Product and make it available at a place Keysight designates in writing which is mutually convenient, to allow Keysight to take possessions or dispose of the Product. In connection with any effort to collect amounts due by Customer to Keysight, Keysight shall be permitted to recover all of its reasonable attorneys and experts fees and costs in addition to amounts recoverable hereunder. i) During the Term, Customer shall not sell, assign, sublet, hypothecate or otherwise encumber or permit any lien, mortgage or security interest upon or against any interest in the agreement and these Terms of Sale, Product or Software. Customer shall not alter any Product or Software, or move any Product from its original location without Keysight’s prior written consent. Customer shall allow Keysight to inspect the Products upon reasonable prior written notice (not being less than 5 business days). Relocation by KeysightXxxxxxxx’s support personnel shall not constitute Keysight’s consent. j) Customer may prepay the remaining Total Cost at any time by giving to Keysight at least thirty (30) days’ prior written notice.