Common use of Shipment and Delivery Clause in Contracts

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.

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 agreed by the parties in the Orderwriting, all Goods Products will be shipped FCA origin (Seller’s facility) (Incoterms 2020). Seller may, in its sole discretion, without liability or penalty make partial shipments of Products to Purchaser. Each shipment point. FCA will constitute a separate sale and Purchaser shall be interpreted pay for the Products shipped, in accordance with the version payment terms specified in Section 4, whether such shipment is in whole or partial fulfillment of Incoterms valid at the time of the Seller’s acceptance of the Orderan order. The Seller shall be responsible for preparing and filing all export documentation for all shipments. The Company Purchaser shall not be obligated permitted to accept early deliveries, reject a 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 shipment on the Order is of basis that it does not meet the essence of the Contractexact quantity specified in an order. If the parties agree that Purchaser will arrange for shipping of the Products, then Seller anticipates that it will notify Purchaser when the Products are ready for shipment and Purchaser must arrange for such Products to be shipped within five days of such notice. If Purchaser does not arrange for shipment within five days of receiving notice from Seller, Seller may, in its sole discretion, (a) ship the Products to Purchaser at Purchaser’s cost OR (b) warehouse Purchaser’s Products at Purchaser’s cost. Seller will select the carrier and ship “Prepaid and Add” but shall not be able deemed thereby to deliver assume any liability or risk of loss in connection with the Goods shipment nor shall the carrier be construed to be the agent of Seller. Purchaser must provide its own insurance. Title and risk of loss or damage to all Products sold hereunder shall pass from Seller to Purchaser upon delivery by Seller to the agreed possession of the carrier, provided that Seller reserves a purchase money security interest in the Products. Any claims for loss, damage or mis-delivery date, then thereafter shall be filed by Purchaser with the carrier. All Products shall be deemed finally inspected and accepted within 10 days after delivery unless notice of rejection is given in writing to Seller within such period. Acceptance shall immediately notify the Company thereof in writing; provided, however, that such notice shall not relieve the constitute acknowledgement of full performance by Seller of its responsibilities all obligations under the order 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 Terms except 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 stated 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 hereunderSection 12.

Shipment and Delivery. Seller grants 6.1 Unless otherwise agreed by both parties in writing, packaging, shipment and delivery shall be carriage and insurance paid to the Company place of destination as specified within the right at any time to specify Contract (CIP in the carrier and/or method of transportation to be employed in conveying any part or all meaning of the Goods covered herein. In Incoterms 2020) whereby Supplier, in its sole discretion, may arrange for the event that Seller uses an unauthorized carrier and/or method delivery of transportationProducts and may invoice any costs related to export clearance, then all shipping expenses shall be assumed by Seller. Unless otherwise stated in the Orderpackaging, 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 transport insurance 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 carriage thereof to the correct destination. The Buyer. 6.2 If Buyer is in default of receipt, if Buyer fails to timely provide agreed or otherwise necessary contributions for delivery date set forth on (including without limitation information) or if such are wrong (including without limitation provision of an incorrect address by Buyer), or if delivery is delayed for other reasons for which Buyer is responsible (including without limitation where the Order site designated for delivery 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 dateclosed during regular business hours), 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 Supplier shall be entitled to liquidated damages as agreed between demand compensation for the partiesresulting damage, including additional expenses (e.g. storage costs). For such damage, a lump-sum compensation of 0.5% of the net order value per calendar week shall apply, beginning with the delivery date and up to and including a maximum of 10% of the total Order valuenet order value in the event of final non-delivery for above reasons. Notwithstanding the foregoing, the Company Supplier reserves the right to claim repayment additional damages, if any; the lump sum is then to be credited against these damages. Buyer may prove that Supplier has incurred no damage at all or only significantly less damage than the aforementioned lump sum. 6.3 Time is not of the essence, therefore any dates quoted or agreed for delivery of Products or provision of Services are approximate only and Supplier shall not be liable for any and all costsdelay howsoever caused, losses, expenses and damages incurred including without limitation delays described in Section 6.4. 6.4 Supplier shall not be responsible for delays caused by the Company that are reasons not attributable to the SellerSupplier, including without limitation: (a) force majeure events according to Section 17; (b) delayed or denied export license as described in Section 21, provided Supplier took commercially reasonable efforts to obtain such licenses; (c) conflicting sanctions or embargos; (d) delayed customs clearance; (e) lack of delivery by Supplier’s upstream suppliers or vendors, provided Supplier took commercially reasonable efforts to ensure being supplied; (f) failed delivery as described in Section 6.2; (g) any deficiencies in the provision of agreed or necessary access, support or other contributions on part of the Buyer. Supplier shall inform Buyer of such delays. If such delays last longer than ninety (90) days, the affected part of a Contract may be terminated by either party without additional cost, and without liability to the other party. 6.5 Supplier reserves the right to make delivery of Products and provision of Services by instalments and to issue a separate invoice in respect of each instalment. When delivery is to be by instalments or Supplier exercises its right to deliver by instalments or if there is delay in delivery. Such liquidated damages shall be paid at the Company’s written demand. Partial deliveries delivery of any one or more instalments for whatever reason Buyer shall not relieve be entitled to treat the Seller from liability for Contract as a whole as repudiated. 6.6 Supplier further reserves the right to make delivery of Products in advance of any late quoted or agreed delivery hereunder. If the Seller discovers that it has shipped any non-conforming Goods date subject 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 giving reasonable advance notice shall not relieve the Seller of its responsibilities and liabilities with respect to defective goods hereunderBuyer.

Shipment and Delivery. Seller grants 3.1. If the Company ordered Goods are not delivered or the right at any time Services not provided on the confirmed date, Agilent is entitled - without further proof - to specify the carrier and/or method claim default damages of transportation to be employed in conveying any part or all 3 % of the Goods covered herein. In the event that Seller uses an unauthorized carrier and/or method total amount of transportation, then all shipping expenses shall be assumed by Seller. Unless otherwise stated in the Order, all notwithstanding Agilent's right to claim the actual damages suffered and/or the right to withdraw the respective Order. This does not apply if the delay results from events for which Agilent is responsible. If installation or assembly of Goods will or if provision of Services is necessary or agreed upon, the delivery is considered to be shipped FCA shipment point. FCA shall be interpreted in accordance with the version of Incoterms valid on time when officially accepted by Agilent; otherwise, when Goods arrive at the time designated point of receipt. Seller is required to immediately report to Agilent any possible circumstances which could have a detrimental impact on the Seller’s acceptance fulfillment of the Order. The If only a portion of Goods is available for shipment to meet the Delivery Date, Seller shall be responsible for preparing and filing all export documentation for all shipments. The Company shall not be obligated ship the available Goods unless directed by Agilent to accept early deliveries, partial deliveries or excess deliveriesreschedule the delivery. 3.2. If due to Seller's failure to timely ship Goods the specified method of transportation would not permit Seller to meet the Delivery Date, the Goods affected shall be shipped by fastest method accepted by Agilent. Seller shall pay for any resulting increase in the cost of freight incurred over that which would have been incurred by the specified method of transportation. 3.3. Except as specified below, shipments of Goods shall be FCA (as that term is defined in the Incoterms 2010 handbook) Seller's place of shipment/export, and title and risk of loss or damage shall pass from Seller to AGILENT upon Seller's delivery of the Goods to the designated carrier at the place of shipment/export. If AGILENT agrees to pay for applicable freight charges and duties as part of the purchase price, shipment shall be DDP, and title and risk of loss or damage shall pass from Seller to AGILENT upon Seller’s delivery of the Goods to the "Ship To" address identified by AGILENT on the face of this Order. When a delivery includes installation by Seller, the risk of loss is transferred to Agilent when the Goods are incorrectly deliveredready for first use. Section 5.4 shall remain unaffected thereby. 3.4. Seller shall package and handle the Goods so as to protect the Goods from loss or damage, in conformance with good commercial practice, Agilent specifications, and government regulations. Until the Goods are delivered to the Agilent "ship to" address, Seller shall be responsible for any additional expense incurred in delivering loss or damage due to Seller’s failure to properly package or handle the Goods. 3.5. Each delivery of Goods to Agilent shall include a detailed shipping notice or a delivery note at the correct destinationPlace of Performance. The All shipping documents, delivery date set forth on notes, packing lists and invoices shall contain at least the following: (i) 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.number,

Shipment and Delivery. Seller grants 3.1. If the Company ordered Goods are not delivered or the right at any time Services not provided on the confirmed date, Agilent is entitled - without further proof - to specify the carrier and/or method claim default damages of transportation to be employed in conveying any part or all 3 % 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 total amount of the Order. The enforcement of other delay damages as well as the right to withdraw the respective Order is not affected hereby. This does not apply if the delay results from events for which Agilent is responsible. If installation or assembly of Goods or if provision of Services is necessary or agreed upon, the delivery is considered to be on time when officially accepted by Agilent; otherwise, when Goods arrive at the designated point of receipt. Seller is required to immediately report to Agilent any possible circumstances which could have a detrimental impact on the fulfillment of the Order. If only a portion of Goods is available for shipment to meet the Delivery Date, Seller shall be responsible for preparing and filing all export documentation for all shipments. The Company shall not be obligated ship the available Goods unless directed by Agilent to accept early deliveries, partial deliveries or excess deliveriesreschedule the delivery. 3.2. If due to Seller's failure to timely ship Goods the specified method of transportation would not permit Seller to meet the Delivery Date, the Goods affected shall be shipped by fastest method accepted by Agilent. Seller shall pay for any resulting increase in the cost of freight incurred over that which would have been incurred by the specified method of transportation. 3.3. Except as specified below, shipments of Goods shall be FCA (as that term is defined in the Incoterms 2010 handbook) Seller's place of shipment/export, and title and risk of loss or damage shall pass from Seller to AGILENT upon Seller's delivery of the Goods to the designated carrier at the place of shipment/export. If AGILENT agrees to pay for applicable freight charges and duties as part of the purchase price, shipment shall be DDP, and title and risk of loss or damage shall pass from Seller to AGILENT upon Seller’s delivery of the Goods to the "Ship To" address identified by AGILENT on the face of this Order. When a delivery includes installation by Seller, the risk of loss is transferred to Agilent when the Goods are incorrectly deliveredready for first use. Section 5.4 shall remain unaffected thereby. 3.4. Seller shall package and handle the Goods so as to protect the Goods from loss or damage, in conformance with good commercial practice, Agilent specifications, and government regulations. Until the Goods are delivered to the Agilent "ship to" address, Seller shall be responsible for any additional expense incurred in delivering loss or damage due to Seller’s failure to properly package or handle the Goods. 3.5. Each delivery of Goods to Agilent shall include a detailed shipping notice or a delivery note at the correct destinationPlace of Performance. The All shipping documents, delivery date set forth on notes, packing lists and invoices shall contain at least the following: (i) the Order is of number, (ii) the essence of Agilent part number, (iii) the Contractquantity shipped, and (iv) Agilent Vendor Number. If the Seller anticipates that it will not be able Failure to deliver the Goods upon the agreed delivery date, then the Seller shall immediately notify the Company thereof comply with these regulations may result in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to on-time delivery hereunderdelayed acceptance and/or delayed payment. In such eventcases, 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 Agilent is entitled to liquidated damages as agreed between the parties, up to refuse acceptance of delivery. 3.6. Only Goods that have been determined and including the total Order value. Notwithstanding the foregoing, the Company reserves the right to claim repayment tested for any quantity and all costs, losses, expenses conditions by Agilent's Incoming Inspection Department will be considered officially delivered 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 relevant 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 hereunderinvoicing.

Shipment and Delivery. Seller grants (a) Time, quantity, and delivery to 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 Delivery Location are of the essence under this Agreement. Supplier shall assemble, xxxx, xxxx, and ship Products strictly in the quantities, by the methods, to the Delivery Locations, and by the Delivery Dates, specified in or accordance with this Agreement. Delivery times will be measured to the time that Goods covered hereinare actually received at the Delivery Location. (b) Supplier shall utilize forecast information submitted by MLNA/MLMX to ensure an adequate supply of Products within typical market fluctuations. Supplier shall maintain awareness of market conditions and advise MLNA/MLMX immediately upon receiving knowledge of a possible interruption in supply chain or potential failure to meet MLNA/MLMX´s forecasts or Releases. Any such “Short-Notice” notifications received less than 30 days in advance will be not accepted by MLNA/MLMX. Supplier will not condition the delivery of material, and will not use it as an argument to obtain an advantage over MLNA/MLMX, all costs generated by those actions shall be directly transfer to the supplier. (c) Supplier shall assure that such quantities will be sufficient to meet MLNA/MLMX´s orders as projected hereunder by MLNA/MLMX. The Supplier shall maintain a safety stock of finished goods that matches the fabrication authorization per release orders, and maintain a safety stock of raw material that matches the raw material authorization per release orders. (d) If, for any reason, Supplier fails to make delivery of Products without the agreed quality level and quantity in the time specified in the Releases, MLNA/MLMX may, at its option, demand for approve and revise delivery schedule from Supplier, request corrective actions from Supplier, like shipment via air or expedited routing, at Supplier’s expense or just proceed to arrange the corrective actions with Mekra Lang resources and the costs will be immediately charged to Supplier or deducted from invoicing, in case of repetitive Delivery or Quality Issues MLNA/MLMX will terminate the order without any compensation to Supplier. (e) If Products are delivered after the Delivery Date, MLNA/MLMX may, at its sole discretion, hold Supplier responsible for Losses associated with the late delivery. These Losses may include, but are not limited to, expediting costs of component and finished goods, line downtime, overtime, or administrative costs. In the event that Seller uses an unauthorized carrier and/or method a late delivery affects delivery of transportationMLNA/MLMX’s products to a Customer, 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 Supplier shall be responsible for any Losses charged to MLNA/MLMX because of said late delivery. These Losses will be immediately charged to Supplier or deducted from invoicing. (f) If Supplier desires to move its shipping location with MLNA/MLMX’s approval and the move will result in an increase of the aggregate freight costs for MLNA/MLMX. Supplier shall reduce Prices to offset the additional expense incurred freight costs, and seek MLNA/MLMX’s approval at least 60 days in delivering advance. (g) Title to Goods shipped passes to MLNA/MLMX upon delivery of the Goods to the correct destinationDelivery Location. The delivery date set forth on the Order is Title will transfer to MLNA/MLMX even if Supplier has not been paid for such Goods. Notwithstanding any agreement between MLNA/MLMX and Supplier concerning transfer of the essence title or responsibility for shipping costs, risk of the Contract. If the Seller anticipates that it will not be able loss to deliver the Goods passes to MLNA/MLMX 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 receipt by MLNA/MLMX at the Seller’s sole expense. If Delivery Location, and Supplier will bear all risk of loss or damage regarding Goods until MLNA/MLMX's receipt of such Goods in accordance with 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 hereunderterms hereof.

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 agreed by the parties in the Orderwriting, all Goods Products will be shipped FCA origin (Seller’s facility) (Incoterms 2020). Seller may, in its sole discretion, without liability or penalty make partial shipments of Products to Purchaser. Each shipment point. FCA will constitute a separate sale and Purchaser shall be interpreted pay for the Products shipped, in accordance with the version payment terms specified in Section 4, whether such shipment is in whole or partial fulfillment of Incoterms valid at the time of the Seller’s acceptance of the Orderan order. The Seller shall be responsible for preparing and filing all export documentation for all shipments. The Company Purchaser shall not be obligated permitted to accept early deliveries, reject a 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 shipment on the Order is of basis that it does not meet the essence of the Contractexact quantity specified in an order. If the parties agree that Purchaser will arrange for shipping of the Products, then Seller anticipates that it will notify Purchaser when the Products are ready for shipment and Purchaser must arrange for such Products to be shipped within five days of such notice. If Purchaser does not arrange for shipment within five days of receiving notice from Seller, Seller may, in its sole discretion, (i) ship the Products to Purchaser at Purchaser’s cost OR (ii) warehouse Purchaser’s Products at Purchaser’s cost. Seller will select the carrier and ship “Prepaid and Add” but shall not be able deemed thereby to deliver assume any liability or risk of loss in connection with the Goods shipment nor shall the carrier be construed to be the agent of Seller. Purchaser must provide its own insurance. Title and risk of loss or damage to all Products sold hereunder shall pass from Seller to Purchaser upon delivery by Seller to the agreed possession of the carrier, provided that Seller reserves a purchase money security interest in the Products. Any claims for loss, damage or mis-delivery date, then thereafter shall be filed by Purchaser with the carrier. All Products shall be deemed finally inspected and accepted within 10 days after delivery unless notice of rejection is given in writing to Seller within such period. Acceptance shall immediately notify the Company thereof in writing; provided, however, that such notice shall not relieve the constitute acknowledgement of full performance by Seller of its responsibilities all obligations under the order 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 Terms except 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 stated 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 hereunderSection 11.

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 pointDDP Company’s facility. FCA DDP 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.

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 Time is of the Goods covered hereinessence. In Seller shall immediately notify CMI in the event that Seller's timely performance under this Purchase Order is or is likely to be delayed, in whole or in part, and Seller uses an unauthorized carrier and/or method shall provide CMI with all available information regarding the reasons for such delay. Such notice shall not constitute a waiver by CMI of transportationany of Seller's obligations hereunder. If only a portion of the products specified in this Purchase Order is available for shipment to meet the delivery date specified in this Purchase Order ("Delivery Date"), then all shipping expenses Seller shall be assumed by notify CMI and, unless CMI instructs otherwise, (i) ship the available products in time to ensure timely delivery and (ii) ship, at Seller's own costs, the remaining portion of the products as soon as such products become available to Seller. Unless otherwise stated expressly agreed to in the Orderwriting, all Goods will be shipped FCA shipment point. FCA products delivered to CMI shall be interpreted F.O.B. CMI's ship‐to address set forth in accordance with the version of Incoterms valid at the time of the Seller’s acceptance of the Orderthis Purchase Order without charge to CMI for crating or storage. The Seller All customs, duties, costs, taxes, insurance premiums, and other expenses relating to such transportation and delivery 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 Contractpaid solely by Seller. If the specified mode of transportation would not permit Seller anticipates that it will not be able to meet the Delivery Date, Seller shall ship such products by air freight or other expedient means acceptable to CMI, and Seller shall pay the difference in cost of freight. If Seller fails to deliver the products and/or services ordered by CMI on or before the Delivery Date, CMI may terminate this Purchase Order. If the products and/or services ordered by CMI are in excess of the amounts stated on this Purchase Order or are delivered more than three (3) business days prior to the Delivery Date, CMI may either reject such products and/or services and return the shipment to Seller or accept the products and/or services pursuant to Section 7. Such shipments will be held at Seller's risk and expense including storage charges while awaiting Seller's shipping instructions. Goods upon for which return shipping instructions are not received within a reasonable time may be destroyed or, in CMI's sole discretion, sold by CMI and the agreed delivery dateproceeds, then the if any, applied toward storage charges. Seller shall immediately notify not, without CMI's prior written consent, commence to manufacture or procure any of the Company thereof products specified in writing; providedthis Purchase Order in advance of Seller's normal lead time for such products. In the absence of CMI's prior written consent, howeverCMI shall have no obligations, that such notice shall not relieve in the Seller event of its responsibilities and liabilities termination or a change of this Purchase Order, with respect to on-any products manufactured or procured in advance of Seller's normal lead time delivery hereunderfor such products. In such event, the Company Notice under this section may request be given via facsimile (provided 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 receipt of its responsibilities and liabilities with respect to defective goods hereundertransmission is confirmed).

Shipment and Delivery. Seller grants 8.1 A10 Networks shall deliver the Company Products in accordance to the right instructions provided in the Purchase Order. Unless instructed otherwise in the Purchase Order, A10 Networks shall be responsible for all shipping cost upon delivery of Product, including import, export fee, packing, shipping, freight and insurance charges. 8.2 A10 shall make commercially reasonable efforts to meet the estimated delivery date and or delivery date specified in the Purchase Order, but shall not be liable for failure to deliver or for any delay or effort in delivery of Product. In case A10 Networks can not meet the estimated delivery date and or delivery date specified in the Purchase Order, A10 Networks shall promptly notify Reseller, and discuss in good faith on the appropriate delivery date. 8.3 A10 Networks shall ship Product directly to Reseller, not to any End User unless specifically agreed between A10 Networks and Reseller, at any time A10 Networks’ expense and in accordance with shipping instructions provided in the Purchase Order. Unless otherwise specified on the Purchase Order, delivery shall be made to specify Reseller’s address specified on the carrier and/or method first page of transportation Agreement, or address mutually agreed between A10 Networks and Reseller. Title, risk of loss, theft, and damage shall pass to be employed Reseller upon delivery of Product to the address described in conveying any part or all this section of the Goods covered hereinAgreement. 8.4 Delivery of Products shall be deemed completed upon delivery of Product to the address described in Section 8.3 of Agreement. In the event that Seller uses an unauthorized carrier and/or method the Product is found to be defective (“Defective Product”) within ten (10) business days 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 OrderProducts, Reseller shall promptly notify A10 through e-mail or fax of the existence of such Defective Product. The Seller shall be responsible for preparing Both Reseller and filing all export documentation for all shipmentsA10 Networks shall, in good faith, work to resolve the problem without sending the Defective Product back to A10 Networks. The Company shall Should A10 Networks determine that the Defective Product holds a major defect which cannot be obligated remedied without having such Defective Product shipped back to accept early deliveriesAID Networks, partial deliveries or excess deliveriesA10 Networks shall issue a return material authorization to Reseller. If Goods are incorrectly deliveredA10 Networks shall immediately ship a replacement for the Defective Product and Reseller shall, upon notice of shipment by A10 Networks return the Seller shall be responsible for any additional expense incurred Defective Product. 8.5 Reseller may request in delivering the Goods writing at least two (2) weeks prior to the correct destination. The scheduled delivery date set forth on the as designated in Purchase Order is to postpone such delivery date for up to two (2) months without any charge or penalty and A10 Networks shall accept such Reseller’s request for postponement 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.

Shipment and Delivery. Seller grants Bioverativ shall arrange the Company shipment of each order of Drug Product or Finished Goods via a Third Party Carrier it selects to the location designated in the Binding Purchase Order no later than (i) upon the expiration of the forty-five (45) day review period set forth in Section 9.2(c)(ii)(A) if Bioverativ has not furnished to Biogen a rejection notice within such period, or (ii) in the case of disputed Drug Product or Finished Goods, the date the DP/FG Testing Laboratory determines that the Drug Product or Finished Goods complies with the Drug Product or Finished Goods Specifications. If Bioverativ fails to arrange for timely shipment, Biogen shall have the right at any time to arrange for such shipment and invoice Bioverativ for the shipment costs. If Bioverativ fails to specify the carrier and/or method of transportation to be employed a delivery location in conveying any part or all of the Goods covered herein. In the event that Seller uses an unauthorized carrier and/or method of transportationBinding Purchase Order, then all shipping expenses Biogen shall be assumed entitled to either ship to the location last specified in any Binding Purchase Order and invoice Bioverativ for the shipment costs or to store or arrange for a Third Party to store such Drug Product or Finished Goods at Bioverativ’s expense, which storage costs shall be invoiced to and payable by SellerBioverativ on a monthly basis within ten days after the date of invoice. Unless otherwise stated agreed prior, the delivery terms shall be FCA (Incoterms 2010) Facility for Drug Product or Finished Goods, as applicable. For clarity, title to and risk of loss in the OrderDrug Product or Finished Goods (as distinct from title and risk of loss in the Drug Substance, all which is governed by Section 9.1(d)) shall transfer to Bioverativ upon the Drug Product or Finished Goods will be shipped FCA shipment point. FCA shall be interpreted in accordance with being made available to the version of Incoterms valid Third Party Carrier at the time of the Seller’s acceptance of the Order. The Seller Facility for Drug Product or Finished Goods, as applicable, and Bioverativ shall be responsible for preparing and filing all export documentation obtaining insurance for all shipmentsthe Drug Product from that time onward. The Company shall not be obligated to accept early deliveries, partial deliveries or excess deliveries. If Goods are incorrectly delivered, the Seller Bioverativ shall be responsible for all delivery charges, duties or other export or import fees or charges, and any additional expense incurred in delivering other costs associated with the Goods to the correct destination. The delivery date set forth on the Order is export, import or carriage of the essence of the ContractDrug Product. If the Seller anticipates that it will not be able to deliver the Goods upon the agreed delivery date, then the Seller Biogen shall immediately notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities comply 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 CompanyBioverativ’s written demand. Partial deliveries shall not relieve specifications for packaging for 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 shipment of its responsibilities and liabilities with respect to defective goods hereunderDrug Product.

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.

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 and risk in the Goods being transported 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 or South African law, if applicable, 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 In regard to the delivery date set forth on the Order it is agreed that time 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, and failing agreement thereon, as determined by an independent arbitrator or court of law, 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.

Shipment and Delivery. Seller grants a) Time – dates for delivery are given in good faith and as accurately as possible, but are not guaranteed. Time shall not be deemed to be of the Company essence. b) Delay – FLO FAB shall be under no liability for damages for delay, however arising. In particular, but not limited to, FLO FAB shall bear no liability to damages where delay has occurred as a consequence of force majeure (Clause 10) or where delay has caused no actual direct loss to the Buyer. c) Partial Delivery – FLO FAB shall have the right at to dispatch any time to specify the carrier and/or method of transportation to be employed in conveying any part or all portion of the Goods covered herein. In the event that Seller uses an unauthorized carrier Equipment and/or method of transportation, then all shipping expenses Services ordered and shall be assumed entitled to invoice the Buyer for such dispatched portion separately. FLO FAB shall also have the right to treat each delivery as a separate contract and failure by Seller. FLO FAB to deliver any one or more of the installments or any claim by the Buyer in respect of any one or more installments shall not entitle the Buyer to treat the contract as a whole as repudiated. d) Unless otherwise stated specified in Order Acceptance, the Orderright to possession and risk of loss, all Goods will be shipped FCA shipment point. FCA destruction and damage to Equipment shall be interpreted pass from FLO FAB onto the Buyer from the moment of delivery in accordance with the version stated INCO terms basis of Incoterms valid at delivery and the time Equipment will be deemed accepted upon such delivery. For the avoidance of doubt, legal title shall remain with FLO FAB until one hundred per cent (100%) of the Seller’s acceptance price has been satisfactorily received by FLO FAB. e) Transshipments are allowed. f) Should the Buyer fail to accept the delivery on an agreed date as shown on the Order Acknowledgement, FLO FAB will keep the Equipment in storage for a reasonable amount of time but in any case not exceeding ten (10) days. Upon the expiration of this period FLO FAB will be entitled at its sole discretion to invoice the Buyer for the full value of the Orderstored equipment alongside with any incremental costs including storage that FLO FAB may incur at Flo Fab sole discretion and request payment of the total amounts, warranty period will start from the date of Flo Fab production completion date, Flo Fab at its sole discretion can cancel the contract and claim cancellation fees (see Clause g)). g) In the event the Buyer cancels this contract, FLO FAB reserves the right of first refusal to title and possession. The Seller shall be responsible In case FLO FAB accepts to cancel the contract due to the Buyer’s failure to accept delivery or any other reason, the Buyer agrees to pay: (1) For “Standard equipment” (i) If notice of cancellation is given before FLO FAB submit to the factory the order for preparing manufacture, a minimum charge of twenty-five (25) percent of the Equipment selling price. (ii) If notice of cancellation is given after FLO FAB submit to the factory the order for manufacture, a minimum charge of [X/Y multiplied by 110% (one hundred & ten percent)] of the Equipment selling price, where X = number of weeks from the date FLO FAB submit the order for manufacture up to the date of receipt of the cancellation notice, and filing all export documentation Y = number of weeks between the date FLO FAB submit the order for all shipmentsmanufacture and the scheduled delivery of the Equipment. The Company In any event the cancellation charges shall not be obligated to less than 25% and not exceed the Equipment selling price. (2) For “Non-standard equipment” h) FLO FAB and the Buyer hereby acknowledge that the cancellation charges do not constitute penalties but a mutually and irrevocably agreed compensation. FLO FAB and the Buyer hereby irrevocably accept early deliveries, partial deliveries or excess deliveries. If Goods are incorrectly delivered, and agree that the Seller cancellation charges calculated in accordance with the provisions of this clause shall be responsible for any additional expense incurred in delivering final, binding and enforceable on FLO FAB and 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 Buyer and may not be able subject to deliver any contestation before any authority or court of law. FLO FAB and the Goods upon Buyer hereby irrevocably waive all rights to request any competent court or other authority to increase or reduce 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 hereundercancellation charges.

Shipment and Delivery. Seller grants shall deliver the Company Products in the right at quantities and on the date(s) specified as the Due Date in the Purchase Order or as otherwise agreed in writing by the parties (the “Due Date”). If no Due Date is specified, Seller shall deliver the Products within thirty (30) days of Xxxxx Marketplace’s submission of its Purchase Order to Seller, via email, EDI or facsimile. If Seller fails to deliver the Products or the Services in full on the Due Date, Xxxxx Marketplace may terminate the applicable Purchase Order immediately by providing written notice to Seller and Seller shall reimburse and indemnify Xxxxx Marketplace against any time losses, claims, damages, and reasonable costs and expenses directly attributable to specify Seller’s failure to deliver the carrier and/or method Products or Services on the Due Date. Seller shall deliver all Products to the shipping address specified in the Purchase Order (the “Delivery Point”) during Xxxxx Marketplace’s normal business hours or as otherwise instructed by Xxxxx Marketplace. Seller shall pack all goods for shipment according to Xxxxx Marketplace’s instructions or, if there are no instructions, in a manner sufficient to ensure that the Products are delivered in undamaged condition. Seller must provide Xxxxx Marketplace prior written notice if it requires Xxxxx Marketplace to return any packaging material. Any return 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 such packaging material shall be assumed by made at Seller’s risk of loss and expense. Unless otherwise stated in Seller shall provide the Order, all Goods will be shipped FCA shipment point. FCA shall be interpreted Services to Xxxxx Marketplace as described and 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 schedule set forth on the Order applicable Purchase Order. Seller acknowledges that time is of the essence with respect to Seller’s obligations hereunder and the timely delivery of the ContractProducts and Services, including all performance dates, timetables, project milestones and other requirements in the Purchase Order and these Terms. If Except as otherwise provided in the Purchase Order, Seller anticipates that it shall ship the Products to Xxxxx Marketplace’s facility, FCA (Incoterms 2020). Shipments and packaging will comply with Xxxxx Marketplace’s packaging guidelines and shall comply with applicable law. Shipments sent C.O.D. without Xxxxx Marketplace’s written consent 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 accepted 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 will be at the Seller’s sole expenserisk. Shipments will comply with Xxxxx Marketplace’s freight routing guides when using Xxxxx Marketplace’s freight accounts. If the Seller does freight policy is not deliver the Goods properly followed by the agreed delivery dateSeller, 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 Xxxxx Marketplace 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 charge back the Seller from liability for any late delivery hereunderfreight expenses. If Seller is unable to meet the required Due Date with normal modes of transportation, 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 is responsible for all costs associated with respect to defective goods hereunderexpedited freight.

Shipment and Delivery. Seller grants the Company the right at any time to specify the carrier and/or method (a) Unless otherwise stated, sales under this Contract are FCA (Incoterms 2010) Seller’s point of transportation to be employed in conveying any part production or all of the Goods covered hereinacquisition. In the event that Seller uses an unauthorized carrier and/or method of transportation, then all shipping expenses Each shipment or delivery hereunder shall be assumed by Sellerconstrued and considered as a separate sale insofar as the Buyer's obligation to accept and pay for the Products is concerned, and Buyer shall accept and pay for each such shipment or delivery. Unless otherwise stated in If the OrderBuyer delays shipments, all Goods will be shipped FCA shipment pointpayment shall become due on the date when the Seller is prepared to make shipment. FCA Products held for Buyer shall be interpreted in accordance with the version of Incoterms valid at the time risk and expense of the Seller’s acceptance of the OrderBuyer. The Seller shall be responsible for preparing and filing all export documentation for all shipments. The Company shall not be obligated Should Buyer fail to accept early deliveriesor pay for each shipment or delivery, partial Seller may, without prejudice to any other lawful remedy, defer further shipments or deliveries until acceptance by Buyer or excess deliveries. If Goods are incorrectly deliveredpayment by Buyer, the or at its option, Seller may, without any liability whatsoever, terminate this Contract as to any unaccepted or undelivered portion thereof, as well as any other outstanding Contract with Buyer, and Buyer shall be responsible for any additional expense incurred in delivering expenses and/or losses sustained by Seller by so doing. (b) The xxxx of lading shall be accepted by the Goods Buyer and shall be conclusive as to the correct destinationquantity, quality, time and place of shipment. The Products shall be delivered by the presentation to the Buyer of the xxxx of lading or a delivery date order. Unless otherwise agreed by the parties, Seller shall have the right to select the carrier and/or routes at its sole discretion. (c) Terms and conditions of sale and delivery are set forth on the Order is of the essence of the Contractherein. If the Seller anticipates that it will not be able to deliver the Goods upon the agreed delivery dateTERMS SET FORTH IN ANY ORDER WHICH ARE INCONSISTENT WITH, then the Seller shall immediately notify the Company thereof in writing; providedOR IN ADDITION TO, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to on-time delivery hereunderTHE TERMS AND CONDITONS SET FORTH HEREIN ARE EXPRESSLY REJECTED BY THE SELLER AND ARE NOT BINDING ON THE SELLER. In such event, the Company may request that the Seller expedite delivery Any additional conditions or specifications applying to the maximum extent possible at the order must be stated in a writing issued by Seller or signed by Seller’s sole expense. If the Seller does not deliver the Goods No modifications or amendments of this Contract shall be binding on either party unless in writing and signed by the agreed delivery date, then party to be charged. This Contract contains the Company shall be entitled to liquidated damages as agreed entire agreement between the parties. No course of performance or conduct by Seller shall be construed to waive, 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 modify or otherwise adversely affect Seller’s delay in delivery. Such liquidated damages rights. (d) Partial shipment 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 accepted unless otherwise specially agreed in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to defective goods hereundera writing signed by Seller.

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 Time is of the Goods covered hereinessence. In the event Quantities and delivery schedules must be as specified in this Purchase Order, provided that Seller uses an unauthorized carrier and/or method of transportationif quantities or delivery schedules are not specified in this Purchase Order, then all shipping expenses they shall be assumed as directed by SellerPurchaser in one or more releases or like communications. 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 Purchaser shall not be obligated to accept early deliveriesuntimely (including advance), partial deliveries excess or excess deliveriesunder shipments and/or performance and such shipments and/or the work product associated with such performance in whole or in part may, at Purchaser’s option, be returned to Seller or held for disposition at Seller’s expense and risk. If Goods are incorrectly delivered, the Seller shall not insure any shipments, or declare excess valuation on express shipments, for Purchaser’s account. Seller will be responsible for charged with any additional expense Liabilities and/or Expenses suffered or incurred in delivering by Purchaser arising out of Seller’s failure to conform and/or to comply with Purchaser’s instructions, including Liabilities and/or Expenses related to premium freight procured by Purchaser as a result of Seller’s failure to meet a delivery schedule or otherwise to deliver as requested. Seller shall ensure that the packaging, labeling, and shipping of the Goods to (a) complies with all requirements hereof, of applicable Law, and of all specifications provided by Purchaser and (b) is in accordance with the correct destinationbest commercial practices and protects the Goods from loss or damage. The delivery date No charge will be allowed for packing, boxing, cartage, crating, drayage, demurrage or dunnage unless otherwise set forth on the face of this Purchase Order, but damage to any Goods not packed to ensure protection will be charged to Seller. Each package must contain a memorandum showing shipper’s name, contents of package and Purchaser’s Purchase Order is number. Unless otherwise specified on the face of the essence of the Contract. If the Seller anticipates that it will not be able to deliver the Goods upon the agreed delivery datethis Purchase Order, 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 shipments shall be entitled made F.O.B. (U.C.C.) Destination for deliveries within the U.S. and DDP Destination (Incoterms 2010) for other deliveries; title to liquidated damages as agreed between the parties, up Goods passes to Purchaser upon acceptance and including the total Order valueSeller pays all freight and related charges and is responsible for filing loss and damage claims prior to acceptance of delivery at destination by Purchaser. Notwithstanding the foregoing, title and risk of loss for Goods subject to a consignment agreement pass upon release of the Company reserves Goods from the right to claim repayment consigned stock. In the event transportation is performed by a carrier retained by or for Purchaser, Seller will provide the carrier with all necessary handling and other information in accordance with and/or necessary for compliance with applicable Law. Without limiting the obligations of Seller under Section (6) of these Terms and Conditions, Seller shall notify Purchaser, immediately and in writing, of any and all costs, losses, expenses and damages incurred by the Company that are attributable to the Seller’s actual or potential 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 hereunderor shipment.

Shipment and Delivery. Seller grants (i) Unless expressly agreed to by the Company parties, Supplier shall select the right at any time to specify method of shipment of, and the carrier and/or method for, the Cannabis Branded Packaging and Cannabis Branded Products purchased hereunder. Supplier may, in its sole discretion, without liability or penalty, make partial shipments of transportation Cannabis Branded Packaging to be employed Purchaser. Each shipment will constitute a separate sale, and Purchaser shall pay for the units shipped whether such shipment is in conveying whole or partial fulfillment of a Purchase Order. Any time quoted by Supplier for delivery is an estimate only. Supplier is not liable for or in respect of any part loss or all damage arising from any delay in filling any order, failure to deliver or delay in delivery. (ii) Purchaser shall inspect the Cannabis Branded Packaging and Cannabis Branded Products within 10 days of receipt (“Inspection Period”) of the Goods covered hereinCannabis Branded Packaging or Cannabis Branded Products and either accept or, if such Cannabis Branded Packaging or Cannabis Branded Products are damaged or defective, reject such Cannabis Branded Packaging and Cannabis Branded Products. In Purchaser will be deemed to have accepted the event that Seller uses an unauthorized carrier and/or method Cannabis Branded Packaging and Cannabis Branded Products unless it notifies Supplier in writing of transportation, then all shipping expenses shall be assumed any damaged or defective Cannabis Branded Packaging and Cannabis Branded Products during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Seller. Unless otherwise stated If Purchaser timely notifies Supplier of any damage or defect, Supplier shall determine, in its sole discretion, whether the OrderCannabis Branded Packaging and Cannabis Branded Products is damaged or defective. If Supplier determines that the Cannabis Branded Packaging and Cannabis Branded Products is damaged or defective, it shall, in its sole discretion (i) replace such damaged or defective Cannabis Branded Packaging and Cannabis Branded Products, or (ii) refund the price for such Cannabis Branded Packaging and Cannabis Branded Products, together with all Goods will be shipped FCA shipment pointshipping and handling expenses incurred by Purchaser in connection therewith. FCA shall be interpreted in accordance with the version PURCHASER ACKNOWLEDGES AND AGREES THAT THE REMEDIES SET FORTH IN THIS SECTION ARE PURCHASER’S EXCLUSIVE REMEDIES FOR THE DELIVERY OF DAMAGED OR DEFECTIVE CANNABIS BRANDED PACKAGING AND CANNABIS BRANDED PRODUCTS. (iii) Title to Cannabis Branded Packaging and Cannabis Branded Products passes to Purchaser upon delivery of Incoterms valid such Cannabis Branded Packaging and Cannabis Branded Products to Purchaser at the time location specified by Purchaser. Risk of the Sellerloss to all Cannabis Branded Packaging and Cannabis Branded Products ordered under any Purchase Order passes to Purchaser upon Supplier’s acceptance tender of the Order. The Seller shall be responsible for preparing such Cannabis Branded Packaging 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 Cannabis Branded Products 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 hereundercarrier.

Shipment and Delivery. 3.1 Time for Seller’s performance is of the essence under this Order. Seller grants shall immediately give AIXTRON, Inc. notice of any prospective failure to ship all or any part of Goods or provide Services in time to meet the Company date on which such Goods or Services must be received by AIXTRON, Inc. (the right “Delivery Date“), whereupon AIXTRON, Inc. shall have the option to cancel all or any part of this Order without obligation to Seller other than notice and without prejudice to any other rights or remedies of AIXTRON, Inc. under this Order or at law. If only a portion of Goods is available for shipment to meet the Delivery Date, Seller shall ship the available Goods unless directed by AIXTRON, Inc. to reschedule shipment. To the extent Seller is performing Services under this Order, AIXTRON, Inc. may terminate this Order at any time time, without cause, upon 10 days notice to specify Seller; in such event, AIXTRON, Inc. sole obligation to Seller shall be to pay for the carrier and/or Services completed up to the date of termination. 3.2 If Seller’s failure to timely ship Goods by the specified method of transportation would not permit Seller to be employed in conveying any part or all of meet the Delivery Date, the Goods covered herein. In affected shall be shipped by air transportation or other expedient means acceptable to AIXTRON, Inc. Seller shall pay for any resulting increase in the event cost of freight incurred over that which would have been incurred by the specified method of transportation. 3.3 If Seller uses an unauthorized carrier and/or makes any shipment more than three work days prior to the date required to meet the Delivery Date by the specified method of transportation, then AIXTRON, Inc. may at its discretion either reject and return the Goods or delay processing the corresponding invoice until the Delivery Date. 3.4 All Non-conforming Products (as defined in section 6.1 below), over shipments, and early shipments returned by AIXTRON, Inc. to Seller, and all shipping expenses replacement or reworked products shipped by Seller to AIXTRON, Inc. to replace Nonconforming Products, shall be assumed by at Seller. ’s risk and expense, including transportation charges (including round trip charges for replacement or reworked Goods). 3.5 Unless otherwise stated specified in the this Order, all shipments of 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.F.O.

Shipment and Delivery. Seller grants All goods made the Company the right at any time to specify the carrier and/or method of transportation subject hereof are to be employed suitably prepared and packaged for shipment in conveying any part accordance with good commercial practice so as to effect safe delivery and freedom from weather or all of other damage and to meet the Goods covered hereincarrier’s requirements. In the event that Seller uses an unauthorized carrier and/or method of transportationAll damages to such goods occurring prior to delivery will be charged to Vendor. No charges will be allowed for packing, then all shipping expenses shall be assumed by Seller. Unless otherwise crating or carriage unless stated in the OrderAgreement. If, all Goods will be shipped FCA shipment point. FCA in order to comply with NBU’s required delivery date, it becomes necessary for Vendor to ship by a more expensive way than specified in the Agreement any such increased transportation costs shall be interpreted paid by Vendor. All deliveries shall be f.o.b. point designated in these Additional Terms and Conditions or as specified in writing by NBU. Cost of all return shipments, for whatever reason returned, shall be borne by Vendor with title and risk of loss passing at NBU’s point of shipment, unless otherwise specified by NBU at the time of return. INSPECTION: NBU shall have a reasonable time after delivery or performance to inspect the goods delivered or the services performed. All such goods or services must conform to the specifications, instructions, drawings and data set forth in the Agreement and Quote. NBU may reject and refuse acceptance of any goods or services which do not so conform. NBU shall notify Vendor of such rejection by either written notice or by the return to Vendor of the rejected goods. Vendor shall be solely responsible for any risk and cost or expenses associated with return of rejected or nonconforming goods. REJECTION OF MATERIALS AND WORKMANSHIP: NBU shall have the right to reject furnished goods and workmanship that are defective or otherwise fail to meet the terms and conditions of the Agreement and require their correction. Rejected goods shall be satisfactorily replaced with proper goods without charge to NBU, and Vendor shall promptly segregate and remove rejected materials from the point designated. If Vendor does not correct defective workmanship or replace the rejected goods within a reasonable time, NBU may do so and charge all costs, damages, fees, and expenses to Vendor including, without limitation actual, consequential and incidental damages. SHOP DRAWINGS, SUBMITTALS, QUALITY OF GOODS: Vendor shall confirm that all materials are in strict accordance with the Agreement and Quote. Where required, prior to shipment, Vendor shall provide shop drawings or submittals sufficient to demonstrate compliance with the Agreement for NBU’s review and approval. A failure of NBU during the progress of the work to discover or reject goods not 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 Agreement shall not be obligated to accept early deliveries, partial deliveries deemed an acceptance thereof or excess deliveriesa waiver of defects therein. If Goods are incorrectly delivered, the Seller No payment or use of goods provided by Vendor shall be responsible for any additional expense incurred construed as an acceptance of goods which are not strictly in delivering accordance with 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 hereunderAgreement.

Shipment and Delivery. Seller grants the Company the right at any time 5.1 Indicated Shipment Dates and Delivery Dates are estimates. Seller’s failure to specify the carrier and/or method of transportation to be employed in conveying any part or all meet an indicated Delivery Date will not constitute a breach of the Goods covered hereinAgreement. In (The “Delivery Date” is the date upon which Seller has satisfied the applicable Incoterms 2010 delivery obligation.) Concerning any order for which Seller has committed to a firm Shipment Date or Delivery Date, Seller will be excused to the extent Seller’s performance is prevented or delayed by a cause or event that Seller uses beyond its reasonable control, including an unauthorized carrier and/or method act of God, action of governmental authorities (valid or invalid), fire, flood, windstorm, explosion, riot, natural disaster, war, sabotage, labor problems (including lockouts, strikes, slowdowns), failure of or inability to obtain power, material, labor, equipment or transportation, then all shipping expenses shall be assumed and a court or administrative injunction or order. If Seller’s production or delivery is delayed, Seller may allocate production and delivery among its customers in a manner it deems reasonable. 5.2 Unless otherwise specified by Seller, the delivery term for the Goods is Ex Works (EXW) the place of shipment designated by Seller, using Incoterms 2010, and title and risk of loss and damage to Goods will transfer to Buyer on the Delivery Date. Transfer of title and risk of loss and damage does not in any way relieve Buyer of its obligation to pay for the Goods. Title and risk of loss and damage to Goods returned by Buyer will pass no earlier than Seller’s receipt and will not pass at all if Seller did not expressly authorize the return. 5.3 Unless otherwise stated provided in the OrderAgreement, all Goods Seller may select the shipping method and carrier. Seller will not 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 liable for, and filing all export documentation for all shipments. The Company Buyer shall not be obligated assert against Seller or deduct from amounts owing to accept early deliveriesSeller, partial deliveries claims for delay, loss or excess deliveriesdamage occurring after Seller has satisfied its delivery obligations. If Goods are incorrectly deliveredBuyer shall instead make all claims for any such loss or damage directly to the transportation carrier or insurer, the Seller shall be as appropriate. Buyer is responsible for any demurrage charges incurred, as well as any additional expense incurred in delivering charges relating to failure to promptly unload from the mode of shipment. 5.4 Buyer is not entitled to reject or refuse to accept the Goods unless they do not conform to the correct destinationlimited warranty described in Section 6.1. The delivery date set forth on the Order Buyer shall, within 96 hours following receipt or constructive placement (whichever is earlier) of the essence Goods, inspect the Goods and notify Seller in writing of any nonconformity with the Contractlimited warranty. If the Seller anticipates that it will not be able Buyer fails to deliver do so, or if the Goods upon are commingled with other goods, Buyer will be deemed to have waived any nonconformity and to have immediately and irrevocably accepted the agreed delivery date, then the Goods. Buyer shall allow 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 a reasonable opportunity 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 inspect 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 hereunderalleged nonconforming Goods.

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. (a) In the event that Seller uses an unauthorized carrier and/or method does not ship or deliver the merchandise covered by this agreement within the time promised, including the grace period hereinafter provided for, it shall give notice of transportationsuch fact to Buyer, then all advising of the new shipping expenses and delivery dates. If Seller fails to give notice in writing to the Buyer, within five (5) working days thereafter of any objections to the change in such shipping or delivery date, the agreement shall be assumed by Seller. Unless otherwise stated in the Order, all Goods will be shipped FCA shipment point. FCA shall be interpreted deemed amended in accordance with the version change 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 in the aforementioned notice given by Seller to Buyer, and Buyer shall accept shipment to delivery as provided in said notice. (b) All merchandise on which delivery is deferred at the Order is request of the essence Buyer, or on which delivery is deferred at the option of the ContractSeller under any of the provisions of this agreement, shall be at the risk of the Buyer. If the Seller anticipates that Seller, in addition to any other rights or remedies it will not be able to deliver the Goods upon the agreed delivery datemay have hereunder, then the Seller shall may hold and immediately notify the Company thereof xxxx such merchandise 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 credit terms shown on the invoice rendered to the Buyer shall have all rights, remedies and liens that an unpaid Seller can have under the New York Uniform Commercial Code. If Seller defers delivery at the request of the Buyer or at its option, and whether or not it bills the merchandise as above provided, Buyer shall be liable for interest on the agreement price of the merchandise at the then prevailing prime rate plus one and one half (1.5%) percent as well as for storage, insurance, handling and charges or expense incurred by the Seller by reason of the deferred delivery. Buyer shall pay such sums, from time to time, upon demand of the Seller at any time while the Seller is so holding the merchandise, it may, in its sole and absolute discretion, cancel any credit terms extended to the Buyer and proceed in canceling the remainder of the agreement and any other agreements then existing between Buyer and Seller. Buyer will be held liable for any damage or financial loss resulting to Seller by reason thereof. (c) Where Buyer has declared or manifested an intention not to accept the whole or any part of installment of the merchandise under this agreement, no delivery of merchandise shall be necessary and Seller may, at its option, give notice in writing to Buyer that the Seller expedite is ready and willing to deliver in accordance with the provisions of the agreement and such notice shall constitute valid tender of delivery to the maximum extent possible at the Seller’s sole expense. If the and Seller does not deliver the Goods may thereupon proceed as upon a default by the agreed delivery date, then the Company Buyer and shall be entitled to liquidated all damages as agreed between the parties, up arising from or due 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 hereunderdefault.

Shipment and Delivery. 5.1 Unless otherwise agreed, the Incoterms 1990 edition issued by the International Chamber of Commerce, Paris, France, shall apply to the interpretation of the delivery terms with respect to supplies pursuant to this Agreement as mentioned in Appendix 1 or elsewhere in this Agreement. 5.2 Parties agree that delivery shall take place on an "Ex Works" basis Seller grants the Company reserves the right to store the Products in consignment at any time Buyer's risk and expense as and when they are available 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 Buyer in accordance with the version above. 5.3 Seller shall exercise reasonable business practices to meet the scheduled shipment date(s) as set forth in the Order Confirmation (the "Scheduled Shipment Dates"). Where any Scheduled Shipment Date is later than Buyer's requested shipment date, or Buyer requests an expedited shipment, Seller will use commercially reasonable efforts to Improve its shipment to meet Buyer's requests whenever commercially practical. In case of Incoterms valid anticipated shipment misses to the Scheduled Shipment Date due to any cause, Seller shall alert Buyer in a timely manner and promptly submit a recovery plan for all impacted shipments (which may include air/freighting to Buyer's delivery location at Seller's expense). 5.4 Subject to the intellectual property right and title provisions in the Technology Transfer Agreement, title and all risks of loss or damage shall pass to Buyer at the time the Products have been placed at the disposal of Buyer in accordance with Article 5.2 hereof and Buyer shall bear all costs relating to the Products as from such time. 5.5 Except in the case of a notified excusable delay as referred to in Article 8 hereof, should Seller fail to ship Products on the agreed shipment date, Buyer will give Seller written notice of non-shipment, allowing Seller ten (10) business days from the date of receipt of Buyer's notice within which to cure non-shipment before Seller's delivery shall be deemed delinquent. If the delivery is deemed delinquent, Buyer's sole remedy shall be to cancel or reschedule, at no cost to Buyer, the delinquent portion of the Seller’s acceptance of Purchase Order for the Orderapplicable Products. The Seller quantity of' any such canceled Products shall count towards Buyer's committed total minimum Product quantity requirements under this Agreement. Buyer shall be responsible for preparing payment for goods shipped and filing all export documentation provided in accordance with Purchase Orders in place, according to the terms of payment described herein. 5.6 Products shall be delivered in such packing as is suitable for all shipments. The Company shall not the mode of transport to be obligated to accept early deliveries, partial deliveries or excess deliveries. If Goods are incorrectly delivered, the used and Seller shall be responsible for any additional expense incurred in delivering provide each packing with such indications as the Goods Buyer may specify from time to the correct destination. The delivery date set forth on the Order is time, at Buyer's cost. 5.7 Seller shall include one (1) copy of the essence packing slip with each delivery or shipment to Buyer, and this packing slip shall contain the following information: - Reference to Purchase Order; - Description of Product; - Numbers of containers, sizes and quantities; - Authorizing Personnel. Seller shall include such additional information as is necessary to assure correct payment, accountability, and traceability to a particular invoice. 5.8 In the event Buyer contests delivery, Buyer must request a proof of delivery from Seller within thirty (30) days of the Contract. If the Seller anticipates that it will not be able to deliver the Goods upon the agreed date of Seller's invoice, otherwise, 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 hereunderdeemed complete.

Shipment and Delivery. Seller grants Delivery of the Company Goods shall be made by the right Buyer collecting the Goods at the Company’s premises at any time after the Company has notified the Buyer that the Goods are ready for collection or for some other place for delivery if agreed, by the Company delivering the Goods to specify the carrier and/or method of transportation to be employed in conveying any part or all that place. Any dates quoted for delivery of the Goods covered herein. In are approximate only and 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 liable to accept early deliveries, partial deliveries make good any damage or excess deliveriesloss whether arising directly or indirectly from any delay in the delivery of the Goods howsoever caused. If Time for delivery shall not be of the essence unless previously agreed by the Company in writing. The Goods are incorrectly deliveredmay be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Buyer. Where delivery of the Goods is to be made at a place designated by the Buyer, the Seller Buyer must give shipping and/or delivery instructions for the Goods on or before the delivery date. Where the goods are to be delivered in instalments, each delivery shall be responsible for constitute a separate Contract and failure by the Company to deliver any additional expense incurred one or more of the instalments in delivering accordance with these Terms and Conditions or any claim by the Buyer in respect of any one or more of the instalments shall not entitle the Buyer to treat the Contract in whole as repudiated. Standing Orders or fixed quantities of the Goods to be delivered at stated intervals, until further notice may be cancelled by the correct destinationBuyer or Company giving prior notice in writing to the other to that effect, such notice being equivalent to one such delivery interval. The If the Buyer shall make any default in taking delivery date set forth on the Order is of the essence Goods or paying for any instalment thereof or shall commit an act of bankruptcy or insolvency or become subject to any law relating to bankruptcy or insolvency or suffer the levy of any execution or distress on its property or assets the Company may treat the Contract as repudiated by the Buyer and may cancel any further delivery or deliveries there under without prejudice to any claim or remedy available to the Company on respect of any loss or damage thereby suffered. No responsibility will be accepted by the Company in relation to any loss or damage to the Goods occurring during transit and prior to the point if delivery unless: (a) In the event of damage, the carrier and the Company is notified in writing by the Buyer within 5 working days from the date of receipt of the Goods at the designated place of delivery, and/or (b) in the event of loss or non-arrival of the Goods, the carrier and the Company is notified in writing by the Buyer within 30 days of the date of the Company's invoice to the Buyer Unless expressly stated as a term of the Contract. If , any import license or duties or taxes are the Seller anticipates that it will not be able to deliver responsibility of 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 Buyer 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 not be entitled to liquidated damages as agreed between discharged from its obligations under the parties, up to and including the Contract by any partial or total Order value. Notwithstanding the foregoing, the Company reserves the right to claim repayment for any and all costs, losses, expenses and damages incurred prohibition of imports or 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 refusal or non-conforming Goods to availability of any import license or by the Company, it shall immediately (and not more than 24 hours after imposition of any term or conditions upon the granting of 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 hereunderlicense.

Shipment and Delivery. Seller grants the Company the right at any time Unless otherwise expressly agreed in writing by Baralan USA, shipments are made EX WORKS BARALAN USA WAREHOUSE(S) (INCOTERMS 2020). The risk of loss or damage and responsibility shall pass from Baralan USA to specify the carrier and/or method of transportation to be employed in conveying any part or all Buyer upon delivery of the Goods covered hereinto the carrier. In The carrier shall thereafter be deemed to be the event that Seller uses an unauthorized carrier and/or method agent of transportationBuyer and the terms of payment for the Goods shall not be affected by damage to or destruction of the Goods sold. Upon receipt of payment in full by Baralan USA, then title shall also pass to Buyer, subject to any interest of Baralan USA reserved to secure Buyer’s payment or performance. Any claims for shortages or damages suffered in transit are the responsibility of Buyer and shall be submitted by Buyer directly to the carrier. Shortages or damages must be acknowledged and signed for at the time of delivery. While Baralan USA will use all reasonable commercial efforts to maintain the delivery date(s) acknowledged or quoted by Baralan USA, all shipping expenses dates are approximate and not guaranteed. Neither Baralan USA nor it affiliates shall be assumed by Sellerliable for any loss or damage, including loss of income and/or profits, special, incidental, or consequential damages, resulting from Baralan USA’s and/or its affiliates’ delayed performance in shipment and delivery of the Goods and/or performance of Services. Unless otherwise stated in Baralan USA reserves the Order, all Goods will be shipped FCA shipment pointright to make partial shipments. FCA Buyer shall be interpreted accept and pay for partial deliveries and/or performance of Services in accordance with the version prices and terms of Incoterms valid Buyer’s Agreement with Baralan USA. Baralan USA, 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 its option, shall not be obligated bound to accept early deliveries, partial deliveries or excess deliveries. If tender delivery of any Goods are incorrectly delivered, the Seller shall be responsible and/or perform any Services 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 Contractwhich Buyer has not provided accurate shipping instructions. If the Seller anticipates that it will not be able to deliver shipment of the Goods upon the agreed delivery dateand/or performance of Services is/are postponed or delayed by Buyer for any reason, including but not limited to, Buyer providing Baralan USA with inaccurate shipping instructions, then the Seller shall immediately notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities Buyer agrees to reimburse 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 indemnify Baralan USA for any and all costs, losses, transport and/or storage costs and other additional and incidental 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 hereunderresulting therefrom.

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 Time is of the Goods covered hereinessence. In the event Quantities and delivery schedules must be as specified in this Purchase Order, provided that Seller uses an unauthorized carrier and/or method of transportationif quantities or delivery schedules are not specified in this Purchase Order, then all shipping expenses they shall be assumed as directed by SellerPurchaser in one or more releases or like communications. 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 Purchaser shall not be obligated to accept early deliveriesuntimely (including advance), partial deliveries excess or excess deliveriesunder shipments and/or performance and such shipments and/or the work product associated with such performance in whole or in part may, at Purchaser’s option, be returned to Seller or held for disposition at Seller’s expense and risk. If Goods are incorrectly delivered, the Seller shall not insure any shipments, or declare excess valuation on express shipments, for Purchaser’s account. Seller will be responsible for charged with any additional expense Liabilities and/or Expenses suffered or incurred in delivering by Purchaser arising out of Seller’s failure to conform and/or to c omply with Purchaser’s instructions, including Liabilities and/or Expenses related to premium freight procured by Purchaser as a result of Seller’s failure to meet a delivery schedule or otherwise to deliver as requested. Seller shall ensure that the packaging, labeling, and shipping of the Goods to (a) complies with all requirements hereof, of applicable Law, and of all specifications provided by Purchaser and (b) is in accordance with the correct destinationbest commercial practices and protects the Goods from loss or damage. The delivery date No charge will be allowed for packing, boxing, cartage, crating, drayage, demurrage or dunnage unless otherwise set forth on the face of this Purchase Order, but damage to any Goods not packed to ensure protection will be charged to Seller. Each package must contain a memorandum showing shipper’s name, contents of package and Purchaser’s Purchase Order is number. Unless otherwise s pecified on the face of the essence of the Contract. If the Seller anticipates that it will not be able to deliver the Goods upon the agreed delivery datethis Purchase Order, 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 shipments shall be entitled made F.O.B. (U.C.C.) Destination for deliveries within the U.S. and DDP Destination (Incoterms 2010) for other deliveries; title to liquidated damages as agreed between the parties, up Goods passes to Purchaser upon acceptance and including the total Order valueSeller pays all freight and related charges and is responsible for filing loss and damage claims prior to acceptance of delivery at destination by Purchaser. Notwithstanding the foregoing, title and risk of loss for Goods subject to a consignment agreement pass upon rel ease of the Company reserves Goods from the right to claim repayment consigned stock. In the event transportation is performed by a carrier retained by or for Purchaser, Seller will provide the carrier with all necessary handling and other information in accordance with and/or necessary for compliance with applicable Law. Without limiting the obligations of Seller under Section (6) of th ese Terms and Conditions, Seller shall notify Purchaser, immediately and in writing, of any and all costs, losses, expenses and damages incurred by the Company that are attributable to the Seller’s actual or potential 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 hereunderor shipment.

Shipment and Delivery. Seller grants All goods made the Company the right at any time to specify the carrier and/or method of transportation subject hereof are to be employed suitably prepared and packaged for shipment in conveying any part accordance with good commercial practice so as to effect safe delivery and freedom from weather or all of other damage and to meet the Goods covered hereincarrier’s requirements. In the event that Seller uses an unauthorized carrier and/or method of transportationAll damages to such goods occurring prior to delivery will be charged to Vendor. No charges will be allowed for packing, then all shipping expenses shall be assumed by Seller. Unless otherwise crating or carriage unless stated in the OrderAgreement. If, all Goods will be shipped FCA shipment point. FCA in order to comply with NBU’s required delivery date, it becomes necessary for Vendor to ship by a more expensive way than specified in the Agreement any such increased transportation costs shall be interpreted paid by Vendor. All deliveries shall be f.o.b. point designated in these Additional Terms and Conditions or as specified in writing by NBU. Cost of all return shipments, for whatever reason returned, shall be borne by Vendor with title and risk of loss passing at NBU’s point of shipment, unless otherwise specified by NBU at the time of return. INSPECTION: NBU shall have a reasonable time after delivery or performance to inspect the goods delivered or the services performed. All such goods or services must conform to the specifications, instructions, drawings and data set forth in the Agreement and Quote. NBU may reject and refuse acceptance of any goods or services which do not so conform. NBU shall notify Vendor of such rejection by either written notice or by the return to Vendor of the rejected goods. REJECTION OF MATERIALS AND WORKMANSHIP: NBU shall have the right to reject furnished goods and workmanship that are defective or otherwise fail to meet the terms and conditions of the Agreement and require their correction. Rejected goods shall be satisfactorily replaced with proper goods without charge to NBU, and Vendor shall promptly segregate and remove rejected goods from the point designated. If Vendor does not correct defective workmanship or replace the rejected goods within a reasonable time, NBU may do so and charge all costs, damages, fees, and expenses to Vendor including, without limitation actual, consequential and incidental damages. SHOP DRAWINGS, SUBMITTALS, QUALITY OF GOODS: Vendor shall confirm that all materials are in strict accordance with the Agreement and Quote. Where required, prior to shipment, Vendor shall provide shop drawings or submittals sufficient to demonstrate compliance with the Agreement for NBU’s review and approval. A failure of NBU during the progress of the work to discover or reject goods not 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 Agreement shall not be obligated to accept early deliveries, partial deliveries deemed an acceptance thereof or excess deliveriesa waiver of defects therein. If Goods are incorrectly delivered, the Seller No payment or use of goods provided by Vendor shall be responsible for any additional expense incurred construed as an acceptance of goods which are not strictly in delivering accordance with 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 hereunderAgreement.

Shipment and Delivery. Seller grants 3.1. If the Company ordered Goods are not delivered or the right at any time Services not provided on the confirmed date, Agilent is entitled - without further proof - to specify the carrier and/or method claim default damages of transportation to be employed in conveying any part or all 3 % of the Goods covered herein. In the event that Seller uses an unauthorized carrier and/or method total amount of transportation, then all shipping expenses shall be assumed by Seller. Unless otherwise stated in the Order, all notwithstanding Agilent's right to claim the actual damages suffered and/or the right to withdraw the respective Order. This does not apply if the delay results from events for which Agilent is responsible. If installation or assembly of Goods will or if provision of Services is necessary or agreed upon, the delivery is considered to be shipped FCA shipment point. FCA shall be interpreted in accordance with the version of Incoterms valid on time when officially accepted by Agilent; otherwise, when Goods arrive at the time designated point of receipt. Seller is required to immediately report to Agilent any possible circumstances which could have a detrimental impact on the Seller’s acceptance fulfillment of the Order. The If only a portion of Goods is available for shipment to meet the Delivery Date, Seller shall be responsible for preparing and filing all export documentation for all shipments. The Company shall not be obligated ship the available Goods unless directed by Agilent to accept early deliveries, partial deliveries or excess deliveriesreschedule the delivery. 3.2. If due to Seller's failure to timely ship Goods the specified method of transportation would not permit Seller to meet the Delivery Date, the Goods affected shall be shipped by fastest method accepted by Agilent. Seller shall pay for any resulting increase in the cost of freight incurred over that which would have been incurred by the specified method of transportation. 3.3. Except as specified below, shipments of Goods shall be FCA (as that term is defined in the Incoterms 2010 handbook) Seller's place of shipment/export, and title and risk of loss or damage shall pass from Seller to AGILENT upon Seller's delivery of the Goods to the designated carrier at the place of shipment/export. If AGILENT agrees to pay for applicable freight charges and duties as part of the purchase price, shipment shall be DDP, and title and risk of loss or damage shall pass from Seller to AGILENT upon Seller’s delivery of the Goods to the "Ship To" address identified by AGILENT on the face of this purchase order. When a delivery includes installation by Seller, the risk of loss is transferred to Agilent when the Goods are incorrectly deliveredready for first use. Section 5.4 shall remain unaffected thereby. 3.4. Seller shall package and handle the Goods so as to protect the Goods from loss or damage, in conformance with good commercial practice, Agilent specifications, and government regulations. Until the Goods are delivered to the Agilent "ship to" address, Seller shall be responsible for any additional expense incurred in delivering loss or damage due to Seller’s failure to properly package or handle the Goods. 3.5. Each delivery of Goods to Agilent shall include a detailed shipping notice or a delivery note at the correct destinationPlace of Performance. The All shipping documents, delivery date set forth on notes, packing lists and invoices shall contain at least the following: (i) 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.number,

Shipment and Delivery. Seller grants 3.1 Each delivery of Products shall be initiated by a written or electronic Release Order issued to SDL by IPG. Each Release Order shall specify: (i) the Company quantity of Products in numbers, (ii) the right at any time unit price, (iii) the required shipment dates, and (iv) the preferred common carrier or freight forwarder. SDL shall confirm receipt and commit to specify the carrier and/or method of transportation to be employed in conveying any part or all shipment dates ("Commitment Date") of the Goods covered hereinRelease Order within ten (10) working days from the date thereof. In If there is an error, inconsistency with the event terms of this Agreement or a problem in committing to the required shipment dates, SDL and IPG agree to negotiate in good faith a mutually acceptable solution for the Release Order in question. 3.2 A Release Order shall be deemed to have been placed as of the issue date thereof. IPG shall not be liable for any costs related to or payments for: (a) Products not subject to a Release Order from IPG; (b) Products received by IPG but not conforming to the Release Order or to the agreed specification. 3.3 All deliveries shall be made complete as per the Release Orders. SDL shall, within twenty-four (24) hours of SDL's discovery of any potential failure to ship the specified quantity of Products by the Commitment Date, give IPG both an oral notification, followed by either a written or electronic communication of any such potential failure. Should only a portion of the Products be available for shipment by the Commitment Date, SDL shall ship the available Products unless directed in writing by IPG to rechedule shipment. 3.4 If SDL ships any Product by a method other than as specified in the corresponding Release Order, SDL shall pay any resulting increase in the cost of freight incurred over the cost of freight which would have been incurred had SDL complied with IPG's shipping instructions. 3.5 If SDL fails to make a timely shipment by the Commitment Date, the Products affected shall be shipped by air transportation or other expedient means. SDL shall pay for any resulting increase in the freight cost over that Seller uses an unauthorized carrier and/or which IPG would have been required to pay by the specified method of transportation. 3.6 If SDL ships more Products than as per the Release Order, then all shipping expenses the numbers over-shipped may, at IPG's discretion, either be kept by IPG for credit against future Release Orders or returned to SDL pursuant to Article 6. If IPG elects to retain the Products for credit against future Release Orders, SDL shall be assumed by Seller. Unless otherwise stated in the Orderauthorized to issue an invoice to IPG for such Products, all Goods will be shipped FCA shipment point. FCA for which payment shall be interpreted due thirty (30) days from the agreed delivery date of the subsequent Release Order and 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.Article

Shipment and Delivery. Delivery dates are firm and TIME IS OF THE ESSENCE WITH RESPECT TO DELIVERY. Seller grants will promptly notify Purchaser in writing if Seller anticipates difficulty in complying with a required delivery date and will use all commercially reasonable efforts to meet the Company required delivery date. Purchaser has no obligation to accept deliveries that are not made on the right at any time required delivery date. If Seller fails to specify the carrier and/or method of transportation to be employed in conveying any part meet a required delivery date, Purchaser may procure replacement products or all of the Goods covered hereinservices. 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 shipmentscosts incurred by Purchaser as a result of early or late deliveries. The Company Seller shall not ship excess quantities without Purchaser’s prior approval. Purchaser shall not be obligated to accept early deliveriesuntimely, partial deliveries excess or excess deliveriesunder shipments and such shipments in whole or in part may, at Purchaser’s option be returned to Seller, or held for disposition at Seller’s expense and risk. Seller shall comply in all respects with any delivery requirements established by Purchaser or that may be required at a Delivery Location, provided that Seller is notified in advance of any such requirement(s). Seller shall properly xxxx, xxxx and ship Products as instructed by Purchaser and otherwise in accordance with applicable Law and industry standards. 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 comply with any of its delivery obligations under this Purchase Order, Purchaser may, in Purchaser's sole discretion and at Seller's sole cost and expense, (a) approve a revised Delivery Date, (b) require expedited or premium shipment, or (c) cancel the Goods by the agreed delivery date, then the Company applicable Purchaser Order. Title to all Seller Cylinders 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 remain with the Seller from liability at all times. Seller is responsible for any late delivery hereunderall damages to Purchaser cylinders. If a cylinder is damaged beyond repair, Seller shall pay Purchaser full replacement value of such cylinder. If a cylinder is damaged and can be repaired (as determined by Purchaser) then Seller shall pay Purchaser the Seller discovers that it has shipped any non-conforming Goods to the Company, it shall immediately (and not more than 24 hours after actual cost of 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 hereunderrepair.

Shipment and Delivery. Seller grants shall deliver the Company Products in the right at quantities and on the date(s) specified as the Due Date in the Purchase Order or as otherwise agreed in writing by the parties (the “Due Date”). If no Due Date is specified, Seller shall deliver the Products within thirty (30) days of Xxxxx’x submission of its Purchase Order to Seller, via email, EDI or facsimile. If Seller fails to deliver the Products in full on the Due Date, Xxxxx may terminate these Terms and/or the applicable Purchase Order immediately by providing written notice to Seller and Seller shall reimburse and indemnify Xxxxx against any time losses, claims, damages, and reasonable costs and expenses directly attributable to specify Seller’s failure to deliver the carrier and/or method Products on the Due Date. Seller shall deliver all Products to the shipping address specified in the Purchase Order (the “Delivery Point”) during Xxxxx’x normal business hours or as otherwise instructed by Xxxxx. Seller shall pack all goods for shipment according to Xxxxx’x instructions or, if there are no instructions, in a manner sufficient to ensure that the Products are delivered in undamaged condition. Seller must provide Xxxxx prior written notice if it requires Xxxxx to return any packaging material. Any return 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 such packaging material shall be assumed by made at Seller’s risk of loss and expense. Unless otherwise stated in Seller shall provide the Order, all Goods will be shipped FCA shipment point. FCA shall be interpreted Services to Xxxxx as described and 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 schedule set forth on the Order applicable Purchase Order. Seller acknowledges that time is of the essence with respect to Seller’s obligations hereunder and the timely delivery of the ContractProducts and Services, including all performance dates, timetables, project milestones and other requirements in the Purchase Order and these Terms. If Except as otherwise provided in the Purchase Order, Seller anticipates that it shall ship the Products to Xxxxx’x facility, FCA (Incoterms 2020). Shipments and packaging will comply with Xxxxx’x packaging guidelines and shall comply with applicable law. Shipments sent C.O.D. without Xxxxx’x written consent 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 accepted 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 will be at the Seller’s sole expenserisk. Shipments will comply with Xxxxx’x freight routing guides when using Xxxxx’x freight accounts. If the Seller does freight policy is not deliver the Goods properly followed by the agreed delivery dateSeller, 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 Xxxxx 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 charge back the Seller from liability for any late delivery hereunderfreight expenses. If Seller is unable to meet the required Due Date with normal modes of transportation, 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 is responsible for all costs associated with respect to defective goods hereunderexpedited freight.

Shipment and Delivery. Seller grants 3.1. If the Company ordered Goods are not delivered or the right at any time Services not provided on the confirmed date, Agilent is entitled - without further proof - to specify the carrier and/or method claim default damages of transportation to be employed in conveying any part or all 3 % 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 total amount of the Order. The enforcement of other delay damages as well as the right to withdraw the respective Order is not affected hereby. This does not apply if the delay results from events for which Agilent is responsible. If installation or assembly of Goods or if provision of Services is necessary or agreed upon, the delivery is considered to be on time when officially accepted by Agilent; otherwise, when Goods arrive at the designated point of receipt. Seller is required to immediately report to Agilent any possible circumstances which could have a detrimental impact on the fulfillment of the Order. If only a portion of Goods is available for shipment to meet the Delivery Date, Seller shall be responsible for preparing and filing all export documentation for all shipments. The Company shall not be obligated ship the available Goods unless directed by Agilent to accept early deliveries, partial deliveries or excess deliveriesreschedule the delivery. 3.2. If due to Seller's failure to timely ship Goods the specified method of transportation would not permit Seller to meet the Delivery Date, the Goods affected shall be shipped by fastest method accepted by Agilent. Seller shall pay for any resulting increase in the cost of freight incurred over that which would have been incurred by the specified method of transportation. 3.3. Except as specified below, shipments of Goods shall be FCA (as that term is defined in the Incoterms 2010 handbook) Seller's place of shipment/export, and title and risk of loss or damage shall pass from Seller to AGILENT upon Seller's delivery of the Goods to the designated carrier at the place of shipment/export. If AGILENT agrees to pay for applicable freight charges and duties as part of the purchase price, shipment shall be DDP, and title and risk of loss or damage shall pass from Seller to AGILENT upon Seller’s delivery of the Goods to the "Ship To" address identified by AGILENT on the face of this purchase order. When a delivery includes installation by Seller, the risk of loss is transferred to Agilent when the Goods are incorrectly deliveredready for first use. Section 5.4 shall remain unaffected thereby. 3.4. Seller shall package and handle the Goods so as to protect the Goods from loss or damage, in conformance with good commercial practice, Agilent specifications, and government regulations. Until the Goods are delivered to the Agilent "ship to" address, Seller shall be responsible for any additional expense incurred in delivering loss or damage due to Seller’s failure to properly package or handle the Goods. 3.5. Each delivery of Goods to Agilent shall include a detailed shipping notice or a delivery note at the correct destinationPlace of Performance. The All shipping documents, delivery date set forth on notes, packing lists and invoices shall contain at least the following: (i) the Order is of number, (ii) the essence of Agilent part number, (iii) the Contractquantity shipped, and (iv) Agilent Vendor Number. If the Seller anticipates that it will not be able Failure to deliver the Goods upon the agreed delivery date, then the Seller shall immediately notify the Company thereof comply with these regulations may result in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to on-time delivery hereunderdelayed acceptance and/or delayed payment. In such eventcases, 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 Agilent is entitled to liquidated damages as agreed between the parties, up to refuse acceptance of delivery. 3.6. Only Goods that have been determined and including the total Order value. Notwithstanding the foregoing, the Company reserves the right to claim repayment tested for any quantity and all costs, losses, expenses conditions by Xxxxxxx's Incoming Inspection Department will be considered officially delivered 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 relevant 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 hereunderinvoicing.

Shipment and Delivery. Seller grants (5.1) Subject to the Company agreement of any divergent commerce clauses, the right at any time to specify Buyer shall bear the carrier and/or method of transportation to be employed in conveying any part or all risk and the costs for dispatch of the Goods covered hereingoods ex works. The risk is transferred to the Buyer on commencement of the loading of the goods into the means of transport, including in the event of freight-free delivery. In the event that Seller uses an unauthorized carrier and/or method case of transportationFOB deliveries the Buyer is required to notify us of the name and time of arrival of the ship 14 days before the planned date for loading. If the ship cannot be loaded on the notified date, then all shipping expenses the risk shall also be transferred to the Buyer. (5.2) Any transport insurance shall be assumed by Sellerprovided only upon express demand of the Buyer. Unless otherwise stated Any costs arising there from shall be at the expense of the Buyer only. (5.3) The selection of the place of dispatch and the transport route and the means of transport shall, in the Orderabsence of any written arrangement dictating otherwise, all Goods will be shipped FCA shipment point. FCA subject to our reasonable discretion and be without liability for the cheapest and fastest transport. (5.4) We shall have the right to delivery in installments; these shall be interpreted regarded as individual business transactions. (5.5) The Buyer shall be obliged to accept the object of sale. If the Buyer defaults on acceptance, we shall be entitled to demand compensation of the resulting damage. Goods notified as being ready for dispatch in accordance with the version of Incoterms valid at contract must be picked up by the time Buyer without delay. Otherwise we are entitled to dispose of the Seller’s acceptance of goods the Orderfollowing day. The Seller Buyer shall be responsible for preparing and filing all export documentation for all shipments. The Company shall not be obligated bear any costs emerging from the default to accept early deliveries, partial deliveries pick up 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 provision of the essence of the Contractcargo dispositions. If the Seller anticipates that it will Buyer does not be able meet the agreed periods and dates of delivery in case of orders delivered in installments and if a reasonable period of additional respite set by us has passed without results, we are entitled at our option to deliver the Goods upon remaining goods, to withdraw from the part that has not yet been executed or to claim for damages for non-performance. (5.6) Unless otherwise expressly agreed in writing, any indicated time of delivery or unloading shall be non-binding. Terms of delivery shall commence with the conclusion of contract. The beginning of the delivery period shall require clarification of all technical issues. A prerequisite for the compliance with terms and dates of delivery is that the Buyer has fulfilled his contractual obligations in good time. (5.7) If, as a result of circumstances for which we or an agent are responsible, we are pre- vented from delivering the goods on the agreed delivery datedate or within the agreed period (delay in delivery), then we shall be liable in accordance with the Seller statutory provisions. If we or an agent are not responsible for the delay in delivery, we shall immediately notify the Company thereof in writing; providedonly be liable for fore-seeable, 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 expensetypical damage. If the Seller does not deliver delay in delivery is merely based on a breach of a non-substantial contractual duty, the Goods Buyer may assert lump-sum default damages amounting to 1 % (one per cent) of the value of delivery per complete week, but a maximum of 10 % (ten per cent) of the value of the delivery. (5.8) Force majeure and events which temporarily prevent us from delivering at the agreed date or within the agreed period without any fault being attributable to us (e.g. strike, lockout, interruption of business operations, atmospheric exposure or disturbance of traffic, delay in the supply with raw material or machinery, war or administrative orders) shall entitle us to postpone the delivery or service for the duration of the impediment, plus an appropriate run-up period. If disturbances lead to a postponement of more than four months, the Buyer may withdraw from the contract. Other rights of withdrawal shall remain unaffected. (5.9) If the contract is a transaction for delivery by a fixed date in terms of section 376 of the German Commercial Code or if, having regard to each party’s interests, special reasons justify the occurrence of default with immediate effect pursuant to section 286 subsection 2 no. 4 of the German Civil Code, our liability shall be governed 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 hereunderstatutory provisions.

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. (a) In the event that Seller uses an unauthorized carrier and/or method does not ship or deliver the merchandise covered by this agreement within the time promised, including the grace period hereinafter provided for, it shall give notice of transportationsuch fact to Buyer, then all advising of the new shipping expenses and delivery dates. If Xxxxx fails to respond in writing to the Seller, within five (5) working days thereafter of any objections to the change in such shipping or delivery date, the Agreement shall be assumed by Seller. Unless otherwise stated in the Order, all Goods will be shipped FCA shipment point. FCA shall be interpreted deemed amended in accordance with the version change 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 in the aforementioned notice given by Seller to Buyer, and Buyer shall accept shipment to delivery as provided in said notice. (b) All merchandise on which delivery is deferred at the Order is request of the essence Buyer, or on which delivery is deferred at the option of the ContractSeller under any of the provisions of this agreement, shall be at the risk of the Buyer. If the Seller anticipates that Seller, in addition to any other rights or remedies it will not be able to deliver the Goods upon the agreed delivery datemay have hereunder, then the Seller shall may hold and immediately notify the Company thereof in writing; provided, however, that bill such notice shall not relieve the Seller of its responsibilities and liabilities with respect to on-time delivery hereundermerchandise. In such event, the Company may credit terms shown on the invoice rendered to the Buyer shall have all rights, remedies and liens that an unpaid Seller can have under the New York Uniform Commercial Code. If Seller defers delivery at the request of the Buyer or at its option, and whether or not it bills the merchandise as above provided, Buyer shall be liable for interest on the agreement price of the merchandise at the then prevailing prime rate plus one and one halt (1.5%) percent as well as for storage, insurance, handling and charges or expense incurred by the Seller by reason of the deferred delivery. Buyer shall pay such sums, from time to time, upon demand of the Seller. At any time while the Seller is so holding the merchandise, it may, in its sole and absolute discretion, cancel any credit terms extended to the Buyer and proceed in canceling the remainder of the agreement and any other agreements then existing between Buyer and Seller. Buyer will be held liable for any damage or financial loss resulting to Seller by reason thereof. (c) Where Buyer has declared or manifested an intention not to accept the whole or any part of installment of the merchandise under this agreement, no delivery of merchandise shall be necessary and Seller may, at its option, give notice in writing to Buyer that the Seller expedite is ready and willing to delivery to in accordance with the maximum extent possible at provisions of the Seller’s sole expense. If the agreement and such notice shall constitute valid tender of delivery and Seller does not deliver the Goods may thereupon proceed as upon a default by the agreed delivery date, then the Company Buyer and shall be entitled to liquidated all damages as agreed between the parties, up arising from or due 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 hereunderdefault.

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 agreed by the parties in the Orderwriting, all Goods Products will be shipped FCA origin (Seller’s facility) (Incoterms 2020). Seller may, in its sole discretion, without liability or penalty make partial shipments of Products to Purchaser. Each shipment point. FCA will constitute a separate sale and Purchaser shall be interpreted pay for the Products shipped, in accordance with the version payment terms specified in Section 4, whether such shipment is in whole or partial fulfillment of Incoterms valid at the time of the Seller’s acceptance of the Orderan order. The Seller shall be responsible for preparing and filing all export documentation for all shipments. The Company Purchaser shall not be obligated permitted to accept early deliveries, reject a 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 shipment on the Order is of basis that it does not meet the essence of the Contractexact quantity specified in an order. If the parties agree that Purchaser will arrange for shipping of the Products, then Seller anticipates that it will notify Purchaser when the Products are ready for shipment and Purchaser must arrange for such Products to be shipped within five days of such notice. If Purchaser does not arrange for shipment within five days of receiving notice from Seller, Seller may, in its sole discretion, (a) ship the Products to Purchaser at Purchaser’s cost OR (b) warehouse Purchaser’s Products at Purchaser’s cost. Seller will select the carrier and ship “Prepaid and Add” but shall not be able deemed thereby to deliver assume any liability or risk of loss in connection with the Goods shipment nor shall the carrier be construed to be the agent of Seller. Purchaser must provide its own insurance. Title and risk of loss or damage to all Products sold hereunder shall pass from Seller to Purchaser upon delivery by Seller to the agreed possession of the carrier, provided that Seller reserves a purchase money security interest in the Products. Any claims for loss, damage or mis-delivery date, then thereafter shall be filed by Purchaser with the carrier. All Products shall be deemed finally inspected and accepted within 10 days after delivery unless notice of rejection is given in writing to Seller within such period. Acceptance shall immediately notify the Company thereof in writing; provided, however, that such notice shall not relieve the constitute acknowledgement of full performance by Seller of its responsibilities all obligations under the order 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 Terms except 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 stated 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 hereunderS ection 12.

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 herein2.1. 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 3M in the Company thereof event that Seller's timely performance under this PO will be delayed or is likely to be delayed, in writing; providedwhole or in part, however, that and Seller shall provide 3M with all available information regarding the reasons for such delay. Such notice shall not relieve constitute a waiver by 3M of any of Seller's obligations hereunder. If only a portion of the products specified in this PO is available for shipment to meet the delivery date, Seller shall, unless 3M instructs otherwise, (i) ship the available products in time to ensure timely delivery and (ii) ship, at Seller's own costs, the remaining portion of the products as soon as such products become available. 2.2. Seller shall ensure to deliver the products and/or services ordered by 3M no later than the delivery date specified in the PO ("Delivery Date") If not due to the sole fault of 3M, the specified mode of transportation would not permit Seller to meet the Delivery Date, Seller shall ship such products by air freight or other expedited means acceptable to 3M, and Seller shall pay the costs of freight for such expedited shipment over the cost of the specified mode of transportation. If Seller fails to deliver the products and/or services ordered by 3M on or before the Delivery Date, then 3M may terminate this PO or charge on the Seller the entire loss of its responsibilities and liabilities with respect to on-time delivery hereunder. In such event, production of the Company may request that the Seller expedite delivery to the maximum extent possible at the Seller’s sole expensefinished product. 2.3. If the products ordered by 3M are delivered more than three (3) workdays prior to the Delivery Date, 3M may in its sole discretion either reject the products and return the shipment to Seller or accept the product and/or services on mutual consultations. 2.4. Seller expressly warrants that the products and where applicable product/ services and product literature will: (a) be free from any encumbrance or any defect in design, materials, manufacture and workmanship (b) conform to the specifications; and (c) not infringe any intellectual property rights of a third party. Seller also warrants that Seller has no third-party obligations that will conflict in any way with Sellers obligations under this PO. In addition to any other available remedies, 3M may reject any product not meeting Seller's warranties or 3M specifications or non- conformance products or services. Seller will, at 3M s option, either replace the affected product without charge, or reimburse 3M the applicable price for that product plus any 3M Materials' delivered cost or if reworking permits without any damage or affecting the requirement of 3M, to rework and incur all such costs of reworking, transportation (both ways) , insurance and all related costs. 3M s acceptance of delivery, inspection, or payment for any product/ service does not deliver the Goods waive any seller warranties. Seller will assist 3M in investigation of, and corrective action for, product complaints by the agreed delivery date3M customers. In addition to any other available remedies, then the Company shall be entitled on notice of an intellectual property infringement claim relating to liquidated damages as agreed between the partiesa product/ service, up to and including the total Order value. Notwithstanding the foregoingSeller will, the Company reserves the right to claim repayment for any and at its own expense, use 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 reasonable efforts to: (and not more than 24 hours after such discoveryi) notify the Company thereof in writing; provided, however, provide 3M with assurance that such notice shall claim is not relieve the Seller of its responsibilities and liabilities with respect to defective goods hereunder.valid;

Shipment and Delivery. Seller grants the Company the right at any time a. Seller's performance of its obligations is critical to specify the carrier and/or method of transportation to be employed in conveying any part or all of the Goods covered hereinMI success. 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 MI in the Company thereof event that Seller's timely performance under this PO is delayed or likely to be delayed, in writing; providedwhole or in part, however, that and Seller shall provide MI with all available Information regarding the reasons for such delay. Such notice shall not relieve the Seller constitute a waiver by MI of its responsibilities and liabilities with respect to on-time delivery any of Seller's obligations hereunder. In such event, If only a portion of the Company may request that items covered by this PO are available for shipment to meet 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 Seller shall, unless MI instructs otherwise: i. ship the Company shall be entitled available items in time to liquidated damages as agreed between the partiesensure timely delivery and ii. ship, up to and including the total Order value. Notwithstanding the foregoingat Seller's expense, the Company remaining portion of the items as soon as such items become available to Seller. b. Seller shall make every effort to deliver the items and/or services ordered by MI no later than the delivery date specified in this PO. If, not due to any fault of MI, the specified mode of transportation would not permit Seller to meet the delivery date, Seller shall: i. ship such item(s) by air freight or other expedient means acceptable to MI, and Seller shall pay the excess of the cost of such expedited shipment over the cost of the specified mode of transportation. If Seller fails to deliver the items and/or services ordered by MI on or no more than 4 days before the Due Date, then MI may terminate this PO pursuant to Paragraph 15. c. If the items ordered by MI are delivered more than four (4) work days prior to the Due Date(s) specified in this PO, MI may either reject the items and return the shipment to Seller or accept the items pursuant to Paragraph 5 below. MI reserves the right to claim repayment charge storage fees for any item(s) arriving more than four (4) working days early and/or waiting for disposition by Seller. d. MI's return shipment to Seller of any items and/or services that do not meet specification pursuant to Paragraph 5, are shipped in excess of PO Quantity pursuant to Paragraph 6, or are delivered early pursuant to Paragraph 2.3 above, and Seller's shipment to MI of all costs, losses, expenses and damages incurred by the Company that are attributable replacement or reworked items 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 replace non-conforming Goods to the Companyitems shall be at Seller's own risk and expense, it shall immediately including, without limitation, transportation and insurance charges (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 hereunderround trip).