Delivery, delivery time, title and risk of loss. Products shall be delivered to the Customer Free Carrier Seller’s facility (« FCA – Free Carrier » ICC Incoterms® 2020). The delivery time runs from the acceptance of the order by the Seller without any reservation, or as the case may be, from the agreement between Seller and Customer on the terms of the Contract, provided that all conditions set forth by the parties are met, in particular and without limitation with regards to down payment, agreement on specific technical conditions or any authorization by a third party. The delivery time is given only for information and guidance; the Seller may not be held liable for any delay, including in case of force majeure, and delays in delivery may neither give rise to any penalty, indemnity or damages, nor justify any total or partial cancellation or termination of the order. The Seller may make any partial or early delivery that it deems useful, provided that the Customer is informed of such delivery. The Customer shall inform the Seller in due time of any event likely to impact negatively the proper performance of the Contract. If the Customer has not fulfilled its obligations in due time (in particular with regards to late payment, failure to provide information or access to materials or equipment), Seller’s delivery lead time shall be automatically extended by a period at least equal to the Customer’s delay, while the Customer shall remain solely liable for all the consequences of such delay, whether borne by the Seller or by any third party. No Product may be returned, except with the Seller’s prior written authorization and compliance of the Customer with the Seller’s instructions; any non-authorized return will be at the Customer’s risk and cost, including storage fees. The transfer of risk of loss of or damage to the Products shall occur upon delivery to the Customer. However, the Seller retains title rights of the Products, until full payment of the price by the Customer, regardless of the delivery date; therefore the Seller shall be allowed to repossess the said Products regardless of who holds them and in case they have been resold, consumed, processed, combined or mixed with other goods. Consequently, the Customer shall insure the Products by an ad hoc insurance until complete transfer of title, and proof of that insurance shall be given to the Seller upon delivery. If not, the Seller shall have the right – amongst others - to delay delivery until such proof is presented.
