Common use of Terms of Delivery Clause in Contracts

Terms of Delivery. 6.1. The deliveries of the machinery (incl. any possible equipment and spare parts) shall be carried out in accordance with the shipment schedule specifically agreed between the parties and duly set forth the Enclosures and the proper shipment schedule. The dates for the delivery of the engineering and know-how are also indicated in said schedule. 6.2. Any delay by the Buyer in providing any information or carrying out any tasks which are necessary in order for this Contract to be performed, or equally any delay by the Buyer in fulfilling its obligations under this Contract (in particular, its obligations to pay the amount due by way of the advance payment, to open documentary credits, to provide and/or create guarantees, to send credit instruments, inter alia, to be held on fiduciary deposit or to comply with other payment terms) shall entitle the Seller to postpone the delivery of the machinery, spare parts and equipment, as well as the engineering and know- how, for a period corresponding to the length of the delay on the part of the Buyer, without prejudice to any other right of the Seller hereunder. 6.3. In the event that this Contract includes the supply of a set of spare parts which has yet to be decided, then the Seller shall be entitled to propose a list of spare parts which, unless amended by the Buyer within 45 days following the date on which said list is sent, shall be deemed accepted by the Buyer and thus have become an integral part of this Contract. In any event, it is hereby agreed that the supply of the above-mentioned spare parts shall not be taken into account for the purposes of the timing as per the Enclosures and for the purposes of the date as of which the payment terms hereunder shall begin to run. 6.4. In the event that the Buyer fails to comply with the payment terms relating to the supply of goods and services hereunder or relating to other goods which are in the process of being supplied or which have already been supplied, then, in addition to the rights afforded to the Seller under Art. 4.4 above, the Seller shall be entitled to suspend delivery. 6.5. All events of force majeure pursuant to Art. 19.1 below, will cause the agreed delivery schedule to be postponed by a period corresponding to the duration of the particular event of force majeure, but it being nevertheless understood that said period must be appropriate for the purposes of performing this Contract, without prejudice, in any event, to the terms of Article 19.2 below. 6.6. Without prejudice to the terms of Art. 6.5 above, in the event that it is not possible to deliver the machinery (incl. any possible equipment and spare parts) which are ready for shipment for reasons beyond the Seller’s control, then once 15 days have passed from the Seller having advised the Buyer, pursuant to Article 20 below, that the goods are ready, then the Seller shall be entitled to issue the relevant invoice and put into effect the agreed payment terms, subject to the above machinery, equipment and any possible spare parts being deposited, in the name and on behalf of the Buyer; it being understood that all risks and expenses relating thereto shall be borne by the Buyer. In the event of the above circumstances, if necessary, the Seller shall also have the right to appoint a forwarding agent, in the name and on behalf of the Buyer, and duly arrange the transportation and delivery of the goods (excluding customs clearance) to the place of destination.

Terms of Delivery. 6.13.1 The delivery period will be specified in good faith. It will commence on the day given in the order confirmation, yet at the earliest on the day on which the Buyer has provided the Seller with all technical data required to provide the contracted service and any other details. The Seller will in any case reserve the right of self-supply. 3.2 To a reasonable extent, the Seller will be entitled to deliver in instalments. Partial deliveries are deemed to be reasonable if 3.3 In the case of force majeure, with strikes or lockouts, the delivery deadline will be lengthened accordingly if the Seller is prevented by such circumstances from fulfilling its obligations. The same will apply in the case of difficulties in procuring materials, disruptions in operations, lack of means of transport, intervention on the part of the machinery (incl. any possible equipment and spare parts) shall be carried out in accordance authorities, problems with the shipment schedule specifically agreed between supply of energy and such like, where these situations are attributable to other unforeseeable exceptional circumstances for which the parties and duly set forth the Enclosures and the proper shipment scheduleSeller is not to blame. The dates Seller will also be able to make reference to such circumstances as defined in sentence 1 and sentence 2 if they occur with its own suppliers. If the said circumstances render delivery or the provision of a service impossible or unfeasible, the Seller will be released from its duty to deliver. In the event delivery is delayed for more than 2 (two) months, the Buyer will be entitled to cancel the contract. If the delivery of period is lengthened, the engineering and know-how are also indicated in said scheduleBuyer will not be able to derive any claims to compensation from this. 6.2. Any delay by the Buyer in providing any information or carrying out any tasks which are necessary in order for this Contract to be performed, or equally any delay by the Buyer in fulfilling its obligations under this Contract (in particular, its obligations to pay the amount due by way 3.4 The duty of the advance payment, to open documentary credits, to provide and/or create guarantees, to send credit instruments, inter alia, to be held on fiduciary deposit or to comply with other payment terms) shall entitle the Seller to postpone deliver will be suspended for as long as the delivery Buyer has failed to pay due invoices including any interests and costs still owed or if it becomes apparent that the Seller’s claims in respect of the machinery, spare parts and equipment, as well as the engineering and know- how, for a period corresponding to the length of the delay Buyer are jeopardized by lacking efficiency on the part of the Buyer, without prejudice . This will also apply to any arrears from other right of con- tracts between the Seller hereunder. 6.3. In Contracting Parties if these originate in perpetual business relations and the event that this Contract includes the supply of a set of spare parts which has yet various contracts appear to be decided, then the Seller shall be entitled to propose a list of spare parts which, unless amended by the Buyer within 45 days following the date on which said list is sent, shall be deemed accepted by the Buyer and thus have become an integral part of this Contract. In any event, it is hereby agreed that the supply of the above-mentioned spare parts shall not be taken into account for the purposes of the timing as per the Enclosures and for the purposes of the date as of which the payment terms hereunder shall begin to run. 6.4. In the event that the Buyer fails to comply with the payment terms relating to the supply of goods and services hereunder or relating to other goods which are natural unit in the process of being supplied or which have already been supplied, then, in addition to the rights afforded to the Seller under Art. 4.4 above, the Seller shall be entitled to suspend delivery. 6.5. All events of force majeure pursuant to Art. 19.1 below, will cause the agreed delivery schedule to be postponed by a period corresponding to the duration of the particular event of force majeure, but it being nevertheless understood that said period must be appropriate for the purposes of performing this Contract, without prejudice, in any event, to the terms of Article 19.2 below. 6.6time or context factors. Without prejudice to the terms of Art. 6.5 above, in the event that it is not possible to deliver the machinery (incl. any possible equipment and spare parts) which are ready for shipment for reasons beyond the Seller’s control, then once 15 days have passed from the Seller having advised the Buyer, pursuant to Article 20 below, that the goods are ready, then the Seller shall be entitled to issue the relevant invoice and put into effect the agreed payment terms, subject to the above machinery, equipment and any possible spare parts being deposited, in the name and on behalf of the Buyer; it being understood that all risks and expenses relating thereto shall be borne by the Buyer. In the event of the above circumstances, if necessary, the Seller shall also have the The right to appoint a forwarding agent, in the name retention will be ruled out if its assertion would be unreasonable and on behalf of the Buyer, and duly arrange the transportation and delivery of the goods (excluding customs clearance) to the place of destinationdisproportionate.

Terms of Delivery. 6.1The terms and methods of delivery/collection are those specified in the Order Confirmation. Although ISV Techno makes every effort to meet the deadlines for the xpected delivery dates, a delay of up to five (5) business days can be considered an acceptable variation. ISV Techno will not be considered in default for delays in delivery, if (i) the Customer has not fully fulfilled its obligations established by these GTC or by the Order Confirmation (including payment obligations); (ii) if the delays depend exclusively on the delay of third-party suppliers in making materials, semi-finished products, accessories, or products available; (iii) for any other circumstance beyond the control of ISV Techno. In case of delays, as described in the previous clause, ISV Techno will inform the Customer as promptly as possible. ISV Techno also reserves the right to make partial deliveries. Any delays or partial deliveries do not in any case entitle the customer to delay payment, which must always be made within the established terms. The deliveries delivery deadline by ISV Techno is considered fulfilled and respected at the time of delivery of the machinery (inclgoods to the third-party carrier / forwarder, or if the product, if in electronic format, is made available to the Customer. any possible equipment and spare parts) shall Unless otherwise agreed, payment must be carried out in accordance with made no later than the shipment schedule specifically terms agreed between the parties and duly set forth the Enclosures and the proper shipment schedule. The dates for the delivery of the engineering and know-how are also indicated in said schedule. 6.2. Any delay by the Buyer in providing any information or carrying out any tasks which are necessary in order for this Contract to be performed, or equally any delay by the Buyer in fulfilling its obligations under this Contract (in particular, its obligations to pay the amount due by way of the advance payment, to open documentary credits, to provide and/or create guarantees, to send credit instruments, inter aliaparties, to be held on fiduciary deposit or to comply with other payment terms) shall entitle the Seller to postpone the delivery of the machinery, spare parts and equipment, understood as well as the engineering and know- how, for a period corresponding to the length of the delay on the part of the Buyer, without prejudice to any other right of the Seller hereunder. 6.3mandatory. In the event that this Contract includes of delayed payment, the supply of a set of spare parts which has yet Customer will be required to be decided, then pay default interest to the Seller shall be entitled to propose a list of spare parts which, unless amended extent determined by the Buyer within 45 days following the date on which said list is sent, shall be deemed accepted by the Buyer and thus have become an integral part of this Contract. In any event, it is hereby agreed that the supply of the above-mentioned spare parts shall not be taken into account for the purposes of the timing as per the Enclosures and for the purposes of the date as of which the payment terms hereunder shall begin to run. 6.4. In the event that the Buyer fails to comply with the payment terms relating to the supply of goods and services hereunder or relating to other goods which are in the process of being supplied or which have already been supplied, thenapplicable legislation, in addition to the rights afforded reimbursement of any expenses, including legal costs incurred for the recovery of the credit. ISV Techno has the right, at any time, to suspend, cancel the order or modify the payment conditions, if at its sole discretion, the customer's solvency conditions are lacking or diminishing; if at the date of delivery the customer has not yet paid the amount due (also in relation to previous supplies), ISV Techno will have full power - without this entailing any indemnity or compensation for damage to the Seller under Art. 4.4 above, customer - to subordinate the Seller shall be entitled to suspend delivery. 6.5. All events of force majeure pursuant to Art. 19.1 below, will cause the agreed delivery schedule to be postponed by a period corresponding to the duration of the particular event of force majeure, but it being nevertheless understood that said period must be appropriate for the purposes of performing this Contract, without prejudice, in any event, to the terms of Article 19.2 below. 6.6. Without prejudice to the terms of Art. 6.5 above, in the event that it is not possible to deliver the machinery (incl. any possible equipment and spare parts) which are ready for shipment for reasons beyond the Seller’s control, then once 15 days have passed from the Seller having advised the Buyer, pursuant to Article 20 below, that the goods are ready, then the Seller shall be entitled to issue the relevant invoice and put into effect the agreed payment terms, subject to the above machinery, equipment and any possible spare parts being deposited, in the name and on behalf of the Buyer; it being understood that all risks and expenses relating thereto shall be borne by the Buyer. In the event of the above circumstances, if necessary, the Seller shall also have the right to appoint a forwarding agent, in the name and on behalf of the Buyer, and duly arrange the transportation and delivery of the Products upon payment of any unpaid invoice. Any dispute or claim does not entitle the customer to suspend or delay the agreed payments. The customer will not be able to raise objections or propose actions against ISV Techno, unless after having paid any outstanding payments, including the payment of the goods (excluding customs clearance) to which the place of destinationcomplaint refers.

Terms of Delivery. 6.1. 6.1 The deliveries delivery of the machinery (incl. including any possible equipment and spare parts) shall be carried out in accordance with the shipment schedule specifically agreed between the parties and duly set forth in the Enclosures and Preamble (paragraph (c)) or the proper shipment scheduleEnclosures. The dates for the delivery of the engineering Engineering and knowKnow-how are also indicated in said schedule. 6.2. 6.2 Any delay by the Buyer in providing any information or carrying out any tasks which are necessary in order for this Contract to be performed, or equally any delay by the Buyer in fulfilling its obligations under this Contract (in particular, its obligations to pay the amount due by way of the advance payment, to open documentary credits, to provide and/or create guarantees, to send credit instruments, inter alia, to be held on fiduciary deposit or to comply with other payment terms) shall entitle the Seller to postpone the delivery of the machinery, machinery (any possible equipment and spare parts and equipmentparts), as well as the engineering Engineering and know- Know-how, for a period corresponding to the length of the delay on the part of the Buyer, without prejudice to any other right of the Seller hereunder. 6.3. 6.3 If the supply of the goods hereunder includes any moulds, and should the Buyer not have provided the Seller with the data required for the engineering of said moulds at least 3 months prior to the date scheduled for the delivery of the machinery, then the Seller shall be entitled to make said moulds on the basis of its standards and thus without assuming any liability in respect of the fact that the size of the fired tiles may be slightly different to their nominal value as indicated in this Contract. 6.4 In the event that this Contract includes provides for the supply of a set of spare parts which has yet to be decided, then the Seller shall be entitled to propose a list of spare parts which, unless amended by the Buyer within 45 days following the date on which said list is sent, shall be deemed accepted by the Buyer and thus have become an integral part of this Contract. In any event, it is hereby agreed that the supply of the above-mentioned spare parts and the moulds pursuant to Art. 6.3 above shall not be taken into account for the purposes of the timing shipment schedule as per the Enclosures Preamble (paragraph (c)) and for the purposes of the date as of which the payment terms hereunder shall begin to run. 6.4. 6.5 In the event that the Buyer fails to comply with the payment terms relating to the supply of goods and services hereunder or relating to other goods which are in the process of being supplied or which have already been supplied, then, in addition to any event the Seller shall have the rights afforded to the Seller it under Art. 4.4 herein above, the Seller shall be entitled to suspend delivery. 6.5. 6.6 All events of force majeure pursuant to Art. 19.1 14.1 below, will cause the agreed delivery schedule to be postponed by a period corresponding to the duration of the particular event of force majeure, but it being nevertheless understood that said period must be appropriate for the purposes of performing this Contract, without prejudice, in any event, to the terms of Article 19.2 14.2 below. 6.66.7 In the event that delays occur in delivery due to reasons attributable to the Seller, then the Buyer, having duly proved to have suffered damages as a result thereof, may demand payment of liquidated damages in respect of said delay, by way of full and final satisfaction of any damages suffered and by way of full settlement of any other rights or claims. It is understood that a grace period of 30 days’ delay shall be allowed. In any event, the liquidated damages referred to above may not exceed an amount equal to 3% of the price agreed for the part of the supply in respect of which the delay occurs. 6.8 Without prejudice to the terms of Art. 6.5 6.6 above, in the event that it is not possible to deliver the machinery (incl. including any possible equipment and spare parts) which are ready for shipment for reasons beyond the Seller’s control, then once 15 days have passed from the Seller having advised the Buyer, pursuant to Article 20 15 below, that the goods are ready, then the Seller shall be entitled to issue the relevant invoice and put into effect the agreed payment terms, subject to the above machinery, equipment and any possible spare parts being deposited, in the name and on behalf of the Buyer, in the general warehouses or consigned to a carrier which is registered in the register of carriers; it being understood that all risks and expenses relating thereto shall be borne by the Buyer. In the event of the above circumstances, if necessary, the Seller shall also have the right to appoint a forwarding agentcarrier, in the name and on behalf of the Buyer, and duly arrange the transportation and delivery of the goods (excluding customs clearance) to the place of destination. 6.9 In the event that the Buyer for any reason requests the Seller to postpone, in whole or in part, the delivery of the goods under this Contract, or in any case commit any acts or omissions which delay or impede the delivery of such goods, then the Seller shall be entitled - by way of alternative to the terms of Art. 6.8 above and without prejudice to any other right arising at law or under this Contract - to keep the goods in storage at its premises or those of third parties and charge the Buyer (said charges to run as of the date of the notice that the goods are ready) liquidated damages as indicated below in consideration of both the costs relating to the storage of the goods and the increased financial costs borne by the Seller as a result of the non-delivery of the goods: a. for the 1st month of storage: no liquidated damages shall be due; b. from the 2nd to the 4th month of storage: liquidated damages equal to 0.55% of the agreed price for the goods in storage shall be due for each month or part thereof; c. from the 5th to the 12th month of storage: liquidated damages equal to 1.10% of the agreed price for the goods in storage shall be due. By way of consideration of the above-mentioned liquidated damages, which are to be paid by bank transfer to the bank account indicated by the Seller, the Seller undertakes that the goods shall be stored in a manner which is suitable for the purposes of protecting them from factors/elements which may cause them to deteriorate; without prejudice to the above, any guarantee, assumption of responsibility or risk on the part of the Seller in relation to said goods and their time in storage is hereby expressly excluded. Subject to any possible written agreement between the parties with regard to the storage of the goods for a fixed period of time, the Seller shall be entitled at any time to effect delivery or in any event demand that the Buyer takes delivery of the goods upon the Seller’s first request and the Seller shall be entitled to enforce any of its rights arising at law or under this Contract. Should the Buyer not fulfil its obligation to pay the above-mentioned liquidated damages, then the Buyer shall not be entitled to the payment of any amounts which may possibly be due to it from the Seller for any reason under this Contract. 6.10 The Seller shall raise no objections to any request by the Buyer to inspect the machinery (including any possible equipment and spare parts) in order to verify the quality and quantity thereof prior to each shipment, provided that (i) the person who shall undertake the inspection is acceptable to the Seller (it being understood that the Seller may not unreasonably withhold its acceptance) and does not operate in firms which are in competition with the Seller and (ii) such request is made in accordance with the terms of Art. 15 below and communicated to the Seller in writing at least two months prior to the date agreed upon (be it the original date or the re-scheduled date) for shipment. Such an inspection shall be carried out directly by the Buyer in good time before each shipment after the Seller has given the Buyer notice, in a timely manner, that the machinery is ready for inspection. All expenses relating to any such inspection, including those incurred by the Seller in the event of any operational tests required by the Buyer, shall be borne by the Buyer. 6.11 In the event that the terms of payment agreed between the parties require the negotiation of documents and instruments which represent the goods (for example, but not by way of limitation, Bills of lading), the Seller shall not be liable for delays - caused by the time required, or in any event not caused by negligence on the part of the Seller - in the circulation/transmission of said documents and instruments. 6.12 Any possible modifications which the Seller may regard as being necessary, during the course of this Contract, due to local conditions or which may be deemed advantageous as they amount to technical and/or technological improvements which have occurred in the meantime, shall be allowed by the Buyer provided that the Buyer is duly informed thereof and does not have to bear any further costs for said modifications and provided that the production warranties indicated herein are fulfilled. If on the other hand said modifications do give rise to additional costs, then they may be carried out with the Buyer’s approval and at the latter's expense.

Terms of Delivery. 6.1. 3.1 The deliveries of the machinery (incl. any possible equipment and spare parts) shall be carried out in accordance with the shipment schedule specifically agreed between the parties and duly set forth the Enclosures and the proper shipment schedule. The dates deadline for the delivery as specified in the order confirmation of Supplier is binding unless otherwise agreed to in writing. The delivery time shall begin with the receipt of the engineering and know-how are also indicated in said scheduleorder by Supplier. 6.23.2 Items shall be shipped DAP (imost recent Incoterms) to the place designated by Xxxxxx, including packaging, so that the delivery time is met if the ordered goods are received on the agreed date at the named place. Any delay If, in exceptional cases, the agreement in writing requires Xxxxxx to bear the cargo and other shipping costs, Supplier shall ensure that the shipment is expedited at the cheapest prices and conditions (utilisation of discounts, etc.) unless Xxxxxx issues contrary instructions. In cases of doubt, Supplier shall liaise with Xxxxxx on the mode of dispatch. 3.3 Each delivery shall be accompanied by the Buyer in providing any information or carrying out any tasks which are necessary in order for this Contract to be performed, or equally any delay by the Buyer in fulfilling its obligations under this Contract (in particular, its obligations to pay the amount due by way a delivery note/packing slip with a precise description of the advance paymentgoods, to open documentary credits, to provide and/or create guarantees, to send credit instruments, inter alia, to be held on fiduciary deposit or to comply with other payment terms) shall entitle including the Seller to postpone the order number and order date. Partial deliveries and premature deliveries require an explicit agreement. 3.4 As soon as Supplier assumes that delivery of the machinerygoods in question shall be subject to a delay, spare parts he shall indicate this in writing, in order to limit possible damage, stating the reasons for and equipment, as well as the engineering and know- how, for a period corresponding to the length expected duration of the delay on the part of the Buyer, without prejudice to any other right of the Seller hereunder. 6.3delay. In the event that Supplier neglects his obligation to inform Xxxxxx, he shall also be held liable for such delays in delivery which are not his fault. Recognition of the new delivery date shall neither be given by the notification or lack of response to this Contract includes notification. 3.5 In the supply case of a set of spare parts which has yet to be decided, then the Seller delay in delivery Xxxxxx shall be entitled to propose a list demand 0.5% of spare parts which, unless amended the pro-rata contract price for the outstanding share of delivery as lump-sum damages per working day of the delay but in total not more than 5%. Further legal claims shall remain unaffected by the Buyer within 45 days following the date on which said list is sent, shall be deemed accepted by the Buyer and thus have become an integral part of this Contractprovision. In any eventparticular, it Xxxxxx reserves the right to demand compensation for damages instead of order fulfilment after fruitless expiry of a reasonable time period, and to withdraw from the contract. Supplier is hereby agreed entitled to prove that no or much lesser damage has been incurred from the supply of the above-mentioned spare parts shall not be taken into account for the purposes of the timing as per the Enclosures and for the purposes of the date as of which the payment terms hereunder shall begin to rundelay. 6.4. 3.6 In the event that the Buyer fails to comply with the payment terms relating deliveries arrive prior to the supply of goods and services hereunder or relating to other goods which are in the process of being supplied or which have already been suppliedagreed date, then, in addition to the rights afforded to the Seller under Art. 4.4 above, the Seller shall be entitled to suspend delivery. 6.5. All events of force majeure pursuant to Art. 19.1 below, will cause the agreed delivery schedule to be postponed by a period corresponding to the duration of the particular event of force majeure, but it being nevertheless understood that said period must be appropriate for the purposes of performing this Contract, without prejudice, in any event, to the terms of Article 19.2 below. 6.6. Without prejudice to the terms of Art. 6.5 above, in the event that it is not possible to deliver the machinery (incl. any possible equipment and spare parts) which are ready for shipment for reasons beyond the Seller’s control, then once 15 days have passed from the Seller having advised the Buyer, pursuant to Article 20 below, that the goods are ready, then the Seller shall be entitled to issue the relevant invoice and put into effect the agreed payment terms, subject to the above machinery, equipment and any possible spare parts being deposited, in the name and on behalf of the Buyer; it being understood that all risks and expenses relating thereto shall be borne by the Buyer. In the event of the above circumstances, if necessary, the Seller shall also have Xxxxxx reserves the right to appoint a forwarding agentreturn the goods at the risk of Supplier. Alternatively, in Xxxxxx reserves the name right to charge Supplier for the costs incurred (e.g. demurrage) and on behalf to adjust the value date of the Buyer, and duly arrange the transportation and delivery of the goods (excluding customs clearance) to the place of destinationinvoices accordingly.