Common use of SHIPMENTS AND DELIVERY Clause in Contracts

SHIPMENTS AND DELIVERY. Performance of the Contract is contingent upon the Purchaser supplying to the Seller, when needed, all required commercial documents requested by the Seller. The Seller shall use reasonable effort to meet all delivery dates stated in the Contract but, unless otherwise agreed, any such dates are estimates only and are not guaranteed. Accordingly, the Seller shall have no liability to the Purchaser for damages or penalties, direct or indirect, of any delay in delivery, whether such delay is minor or substantial, nor shall the Purchaser have the right to declare a breach of the Contract because of any such delay. Unless otherwise agreed, the Seller shall have the right to make partial deliveries. Unless otherwise specified, delivery of the product shall be ex- works (EXW, Incoterms 2000) the point of delivery (which unless otherwise specified shall be the Seller’s normal place of business) and risk of loss or damage is the responsibility of the Purchaser upon uplift by the carrier. All claims for damages, delay or shortage arising from any shipment shall be made directly against the carrier by the Purchaser. The Purchaser shall inspect the product at or prior to uplift from the point of delivery, failing which, within one working day of receipt, and immediately notify the Seller of any visual damage to or shortage of the product. Failure to notify the Seller as stated, shall constitute acceptance by the Purchaser of the product and relieve Seller of any liability for any such alleged damage or shortage. If the Seller has agreed to deliver the product other than EXW and shipment is postponed by or due to the Purchaser’s delay or request, the Seller may tender delivery and store the product at the Purchaser’s expense and risk. Such tender shall constitute delivery and the full Purchase Price for the product tendered shall be immediately due and payable

SHIPMENTS AND DELIVERY. Performance Unless specified on the PO, all Goods will be delivered F.O.B. Destination (shipment, handling, insurance pre-paid by Vendor) no later than the delivery date indicated on the Purchase Order. Vendor will provide Buyer with immediate notice of any out-of-stock inventory identified on a Purchase Order. No substitutions are allowed without the Contract is contingent upon the Purchaser supplying prior written consent of Buyer. All Goods must be shipped in their original packaging and Vendor will make all commercially reasonable efforts to consolidate multiple orders in a single shipment. Notwithstanding anything to the Sellercontrary on any Purchase Order or as a result of who pays shipping charges, when needed, all required commercial documents requested by the Seller. The Seller shall use reasonable effort to meet all delivery dates stated in the Contract but, unless otherwise agreed, any such dates are estimates only and are not guaranteed. Accordingly, the Seller shall have no liability to the Purchaser for damages or penalties, direct or indirect, of any delay in delivery, whether such delay is minor or substantial, nor shall the Purchaser have the right to declare a breach of the Contract because of any such delay. Unless otherwise agreed, the Seller shall have the right to make partial deliveries. Unless otherwise specified, delivery of the product shall be ex- works (EXW, Incoterms 2000) the point of delivery (which unless otherwise specified shall be the Seller’s normal place of business) and risk of loss shall not pass to Buyer until delivery to and acceptance of Goods or damage is the responsibility of the Purchaser upon uplift Services by the carrierBuyer at Buyer’s designated location. All dated Goods must have a remaining shelf life of at least six (6) months from the date of delivery. Cost of special delivery and/or air shipments must be authorized in advance by Buyer, prepaid by Vendor and identified as a separate line item on Vendor’s invoice. A packing slip or shipping documentation must be attached to the exterior packaging of each shipping container to identify the content’s Purchase Order number(s), contents and quantity, and to indicate partial shipments. Vendor warrants and represents that all the Goods will, when delivered hereunder, be free and clear of all liens, claims and encumbrances of every kind. All Goods purchased hereunder are subject to Xxxxx’s inspection and approval. Goods rejected by Buyer for damages, delay or shortage arising from any shipment whatever reason and in Xxxxx’s sole discretion shall be made directly against the carrier by the Purchaserheld, transported and/or stored at Vendor’s sole expense. The Purchaser Vendor shall inspect the product at or prior to uplift from the point of delivery, failing which, within one working day of receipt, and immediately notify the Seller of any visual damage to or shortage of the product. Failure to notify the Seller as stated, shall constitute acceptance by the Purchaser of the product and relieve Seller of any liability promptly reimburse Buyer for any such alleged damage or shortage. If the Seller has agreed to deliver the product other than EXW and shipment is postponed by or due to the Purchaser’s delay or request, the Seller may tender delivery and store the product at the Purchaser’s expense and risk. Such tender shall constitute delivery expenses and the full Purchase Price for the product tendered shall be immediately due and payableGoods.

SHIPMENTS AND DELIVERY. Performance of the Contract is contingent upon the Purchaser supplying to the Seller, when needed, all required commercial documents requested by the Seller. The Seller shall use reasonable effort to meet all delivery dates stated in the Contract but, unless otherwise agreed, any such dates are estimates only and are not guaranteed. Accordingly, the Seller shall have no liability to the Purchaser for damages or penalties, direct or indirect, of any delay in delivery, whether such delay is minor or substantial, nor shall the Purchaser have the right to declare a breach of the Contract because of any such delay. Unless otherwise agreed, the Seller shall have the right to make partial deliveries. Unless otherwise specified, delivery of the product shall be ex- ex-works (EXW, Incoterms 2000) the point of delivery (which unless otherwise specified shall be the Seller’s normal place of business) and risk of loss or damage is the responsibility of the Purchaser upon uplift by the carrier. All claims for damages, delay or shortage arising from any shipment shall be made directly against the carrier by the Purchaser. The Purchaser shall inspect the product at or prior to uplift from the point of delivery, failing which, within one working day of receipt, and immediately notify the Seller of any visual damage to or shortage of the product. Failure to notify the Seller as stated, shall constitute acceptance by the Purchaser of the product and relieve Seller of any liability for any such alleged damage or shortage. If the Seller has agreed to deliver the product other than EXW and shipment is postponed by or due to the Purchaser’s delay or request, the Seller may tender delivery and store the product at the Purchaser’s expense and risk. Such tender shall constitute delivery and the full Purchase Price for the product tendered shall be immediately due and payable