Common use of Title and Delivery Clause in Contracts

Title and Delivery. Title and Delivery: Unless otherwise agreed to by ICI in writing, all freight costs are to be paid by Buyer. Unless otherwise agreed to by ICI in writing, all sales to destinations within Canada (“Domestic Sales”) are to be shipped F.O.B. ICI’s facility in Dartmouth, Nova Scotia or other shipping point designated by ICI (each a “Source”) regardless of how freight costs are apportioned. All sales to destinations outside Canada (“International Sales”) are to be shipped Ex-Works per Incoterms 2010. Title, ownership, and risk of loss to any goods sold as either Domestic Sales or International Sales shall pass to Buyer, and ICI’s liability shall cease, immediately when ICI places any goods covered hereby at the disposal of Buyer (or Buyer’s selected carrier as Buyer’s agent) at the Source. Delivery to the job site or other location indicated by Buyer constitutes delivery to Buyer, regardless of whether Buyer or Buyer's agent is at such location at the time of delivery or signs a delivery receipt. ICI shall use commercially reasonable efforts to deliver the goods within the time agreed but assumes no responsibility for any losses or damage, consequential or otherwise, incurred by Buyer due to delays, late deliveries, loss, breakage, or damage after having placed any goods, in good condition, at the disposal of Buyer or its carrier at the Source. All claims for loss or damages must be filed with the carrier by Buyer. In the absence of timely and specific shipping instructions from Buyer, or the failure of Buyer’s selected carrier to accept any goods on the acknowledged shipment date, ICI may select another carrier and service level like that of Buyer’s selected carrier (if any), to complete the Order as originally acknowledged by ICI. In such cases, Buyer will promptly accept any goods as if placed at the disposal of Buyer or its selected carrier at the Source. Buyer will be responsible for all costs incurred by ICI because of Buyer’s refusal of any shipment made by ICI according to the Terms and Conditions stated herein. Any non-standard or special packing or packaging requirements, requested by Buyer or required by carriers, are subject to ICI approval and provided at additional cost to Buyer.

Title and Delivery. Title and Delivery: Unless All Products will be shipped FOB point of shipment or as otherwise agreed designated by Seller in a notice to by ICI in writing, all freight costs are to be paid by Buyer. Unless otherwise agreed to by ICI in writing, all sales to destinations within Canada (“Domestic Sales”) are to be shipped F.O.B. ICI’s facility in Dartmouth, Nova Scotia or other shipping point designated by ICI (each a “Source”) regardless of how freight costs are apportioned. All sales to destinations outside Canada (“International Sales”) are to be shipped Ex-Works per Incoterms 2010. Title, ownershipOwnership of, and risk of loss to any goods sold as either Domestic Sales or International Sales with respect to, the Products shall pass to Buyer upon delivery thereof by Seller to Buyer or to a carrier for shipment to Buyer, and ICI’s liability shall cease, immediately when ICI places any goods covered hereby at the disposal of Buyer (or Buyer’s selected carrier as Buyer’s agent) at the Source. Delivery to the job site or other location indicated by Buyer constitutes delivery to Buyerwhichever is earlier, regardless of whether Seller will install or supervise the installment of the Products. Notwithstanding the foregoing, the parties acknowledge that ownership of Products consisting of software shall remain with Seller and Buyer’s rights in respect of such software will be as specified in a separate license agreement between Seller and Buyer included in or otherwise accompanying a release or download of such software. Buyer shall pay all shipment charges. Unless specific instructions to the contrary are supplied by Buyer, Seller will select the carrier and ship the Products to Buyer’s address indicated on the applicable purchase order. Seller will not assume any liability in connection with the shipment nor constitute any carrier as its agent. Buyer shall be responsible for making all claims with carriers, insurers, warehouses and others for non-delivery or loss within thirty days of shipment. Buyer does hereby grant to Seller a security interest in the Products as security for the performance by Buyer of all its obligations under this Agreement. SOURCE INSPECTION: Source inspection by Buyer or Buyer's ’s agent is at such location must be stipulated in writing, at the time of delivery ordering, and is subject to reasonable charges and safety and security conditions. Buyer shall have no right of access to Seller’s plant (including Seller facility or signs a delivery receiptsubcontract facilities), except as specifically authorized in advance by Seller. ICI Buyer shall use commercially reasonable efforts to deliver the goods within the time agreed but assumes no responsibility for indemnify and hold Seller harmless from any losses or damageand all suits, consequential or otherwisedamages, incurred by Buyer due to delays, late deliveries, loss, breakage, or damage after having placed any goods, in good condition, at the disposal and expenses of Buyer or its carrier at the Source. All claims for Buyer’s agent resulting from personal injury including death or loss or damages damage of property occurring during, or in connection with, any visit to Seller's plant. Visitors must be filed with the carrier by Buyersign a release whenever they enter a Seller plant. In filling an order, Seller may modify the absence specifications or manufacturing process provided the modifications do not adversely affect the form, fit or function of timely and specific shipping instructions from Buyer, or the failure of Buyer’s selected carrier to accept any goods on the acknowledged shipment date, ICI may select another carrier and service level like that of Buyer’s selected carrier (if any), to complete the Order as originally acknowledged by ICI. In such cases, Buyer will promptly accept any goods as if placed at the disposal of Buyer or its selected carrier at the Source. Buyer will be responsible for all costs incurred by ICI because of Buyer’s refusal of any shipment made by ICI according to the Terms and Conditions stated herein. Any non-standard or special packing or packaging requirements, requested by Buyer or required by carriers, are subject to ICI approval and provided at additional cost to BuyerProducts.

Title and Delivery. Title and Delivery: Unless otherwise agreed to by ICI in writingAll shipments of goods shall be delivered F.O.B. Seller's plant (Brainerd, all freight costs are to be paid by Buyer. Unless otherwise agreed to by ICI in writing, all sales to destinations within Canada (“Domestic Sales”) are to be shipped F.O.B. ICI’s facility in Dartmouth, Nova Scotia or other shipping point designated by ICI (each a “Source”) regardless of how freight costs are apportioned. All sales to destinations outside Canada (“International Sales”) are to be shipped Ex-Works per Incoterms 2010. Title, ownershipMN), and risk of title and liability for loss to any goods sold as either Domestic Sales or International Sales damage thereto shall pass to Buyer upon Seller's delivery of the goods to a carrier for shipment to Buyer, and ICIany loss or damage thereafter shall not relieve Buyer from any obligation hereunder. Buyer shall be liable for costs of insurance and transportation and for all import duties, taxes and any other expenses incurred or licenses or clearance required at port of entry and destination. Seller may deliver goods in installments. Shipping dates are approximate only. Seller shall not be liable for any loss or expense, whether by way of contract or tort, (consequential or otherwise) incurred by Buyer if Seller fails to meet the specified estimated delivery schedule because of unavoidable production or other delays. Product invoiced and held by Seller for any reason shall be at Buyer’s liability risk and expense. Delivery route shall ceasebe at the election of Seller unless specifically designated by Buyer and acknowledged in writing by Seller. In no event shall the carrier be deemed an agent of Seller. Should delivery of any or all of the Product (or any other obligation of Seller) be delayed by events beyond Seller’s control, whether or not foreseeable, Selller’s time for performance shall be extended by the period of delay, or Seller, may, at its option, cancel the order(s) without liability, Buyer remaining liable to pay for shipment(s) already made. Seller shall not be liable for any delay in delivery or for non-delivery, in whole or in part, caused by the occurrence of any contingency beyond the control either of Seller or Seller's suppliers, including, but not limited to, war (whether an actual declaration thereof is made or not), sabotage, insurrection, riot or other act of civil disobedience, act of a public enemy, failure or delay in transportation, act of any government or any agency or subdivision thereof, judicial action, labor dispute, accident, fire, explosion, flood, storm or other act of God, shortage of labor, fuel, raw material or machinery or technical failure where Seller has exercised ordinary care in the prevention thereof. Seller may allocate production and deliveries among seller's customers. Acceptance shall be presumed conclusively to have occurred thirty (30) days following delivery of product to Buyer, unless Buyer has accepted the product prior to that date. All refunds must be directed to the original place of purchase. If you purchased your product from the Seller’s web site within the past thirty (30) days, we will refund the purchase price, less shipping and handling costs. Custom Products of any order size are not refundable. At the time the purchase order is made, custom and volume Buyers are required to order the specific product they desire. It is further expected that custom and volume Buyers have physically verified by test and analysis the product specifically ordered meets the requirements for the Buyer’s desired use. Product quantities of one hundred (100) or more are not refundable. Custom Products of any order size are not refundable. Buyer shall examine the Products as soon as possible after their arrival at Buyer’s facility, and in any event not more than thirty (30) days following the Products’ arrival at Buyer’s facility. Buyer shall notify Seller in writing with respect to missing Products, immediately when ICI places any goods covered hereby at upon receipt by reference to the disposal accompanying xxxx of lading, and with respect to Products that are damaged in transit, within twenty (20) days from the date of receipt. The Products shall be deemed to conform to the applicable specifications despite minor discrepancies that are usual in the trade, and Buyer (or Buyer’s selected carrier shall not be entitled to abatement of the price for such minor discrepancies. Where the Products are materially non-conforming, the remedies provided in the limited warranty set forth herein shall serve as Buyer’s agentexclusive remedy. All Products shall be deemed accepted unless Seller is notified in writing of any defects within thirty (30) at days from the Source. Delivery to the job site or other location indicated by Buyer constitutes delivery to Buyer, regardless date of whether Buyer or Buyer's agent is at such location at the time of delivery or signs a delivery receipt. ICI shall use commercially reasonable efforts to deliver THE FOLLOWING IS IN LIEU OF ALL WARRANTIES EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OBLIGATION ON THE PART OF SELLER. The Seller will issue an RMA (Return Material Authorization) within one (1) year of the goods within purchase of the time agreed but assumes no responsibility for any losses Product from the Seller or damageone of the Seller’s authorized resellers. Our Technical Support Department must determine that the Product does not function properly and then replacement product will be sent. Seller, consequential or otherwiseexcept as otherwise hereinafter provided, incurred by Buyer due to delays, late deliveries, loss, breakage, or damage after having placed any goods, in good condition, at the disposal of Buyer or warrants its carrier at the Source. All claims for loss or damages must be filed with the carrier by Buyer. In the absence of timely and specific shipping instructions from Buyer, hardware products against faulty workmanship or the failure use of Buyer’s selected carrier defective materials, and that such goods will conform to accept any goods on Seller's written specifications, drawings, and other descriptions for a period of one (1) year from the acknowledged date of shipment date, ICI may select another carrier and service level like that of Buyer’s selected carrier (if any), to complete the Order as originally acknowledged by ICI. In such cases, Buyer will promptly accept any goods as if placed at the disposal of Buyer or its selected carrier at the Source. Buyer will be responsible for all costs incurred by ICI because of Buyer’s refusal of any shipment made by ICI according to the Terms and Conditions stated herein. Any non-standard or special packing or packaging requirements, requested by Buyer or required by carriers, are subject to ICI approval and provided at additional cost to Buyer.one

Title and Delivery. Title and Delivery: Unless Except as otherwise agreed to by ICI the parties in writing, Shipment shall be EXW (Incoterms 2010) Seller's location and the manner of shipment shall be at Seller's option. Buyer shall be responsible for all freight costs are shipping charges, including but not limited to be paid by Buyer. Unless otherwise agreed to by ICI in writingshipping, all sales to destinations within Canada (“Domestic Sales”) are to be shipped F.O.B. ICI’s facility in Dartmouthtransportation, Nova Scotia or other shipping point designated by ICI (each a “Source”) duties and insurance costs, regardless of how freight costs are apportionedwhether or not the shipping agent has been retained by Buyer or Seller. All sales Title to destinations outside Canada (“International Sales”) are to be shipped Ex-Works per Incoterms 2010. Title, ownership, all Products and risk of loss to any goods sold as either Domestic Sales thereof, including damages or International Sales theft in transit, shall pass to Buyer, and ICI’s liability shall cease, immediately when ICI places any goods covered hereby at the disposal of Buyer (or Buyer’s selected carrier as Buyer’s agent) at the Source. Delivery to the job site or other location indicated be assumed by Buyer constitutes delivery to Buyer, regardless of freight payment terms and whether such shipping agent has been specified by Buyer or Buyer's agent Seller. Xxxxx agrees that the receipt date of the Products by Xxxxx is at such location at Buyer’s warehouse or distribution center in the time United States, regardless of the date that the title of the Products passes to Buyer. Buyer shall inspect the Products upon delivery and shall notify Seller within ten (10) days of any damage or signs a delivery receipt. ICI shall use commercially reasonable efforts to deliver the goods within the time agreed but assumes no responsibility for any losses defective Products or damage, consequential or otherwise, incurred under- shipment by Buyer due to delays, late deliveries, loss, breakage, or damage after having placed any goods, in good condition, at the disposal of Buyer or its carrier at the SourceSeller. All claims for loss or damages damage during shipment must be filed by Buyer with the carrier by Buyercarrier. In the absence The sale of timely and specific shipping instructions from any of Seller's products to Buyer in no way conveys to Buyer, either expressly or by implication, any intellectual property license whatsoever, except as may be granted by the failure Seller in the materials which accompany the Products upon delivery to the extent required to enable Seller to sell the Products. Seller expressly reserves its rights under any such claim, and asserts that additional restrictions may apply to the use of Buyer’s selected carrier to accept any goods on the acknowledged shipment dateProducts, ICI may select another carrier and service level like that of Buyer’s selected carrier (if any), to complete as set forth in the Order as originally acknowledged by ICIin the materials which accompany the Products. In such cases, Buyer will promptly accept any goods as if placed at It is the disposal responsibility of Buyer or its selected carrier at to arrange for and obtain insurance coverage for the Source. Buyer will be responsible for all costs incurred by ICI because of Buyer’s refusal of any shipment made by ICI according to the Terms and Conditions stated herein. Any non-standard or special packing or packaging requirementsProducts, requested by Buyer or required by carriers, are subject to ICI approval and provided at additional cost to Buyerif so desired.