Common use of Delivery Clause in Contracts

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms (per stated in Incoterms® 20202010) are as stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production approximate and any time period indicated for a shipment will not begin until receipt by Seller at Seller’s plant of complete manufacturing, shipping, shipping and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location premises other than Seller’s location’s, (C) delivery to Buyer’s representative or designee, designee or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods of stoppage in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Sellerperformance, even if irrespective of any freight is included allowance or prepaidprepayment of freight. If Seller holds Goods at per Buyer’s instruction instructions or because Xxxxx Buyer has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be Goods and Buyer agrees to make payment at Seller’s standard ratesthe maturity of the invoice rendered. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails , storage and other expenses incident to provide shipping instructions, Seller may, such delay at its option, ship the Goods to prevailing rates. Partial deliveries will be accepted by Buyer and paid for at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If When Buyer declares has declared or indicates manifested an intention not to not accept delivery, no tender will be necessary, but Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, deliver and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because hereunder by reason of loss or damage to Goods in transit. If Xxxxx makes a On Buyer’s written request, Seller, in its sole discretion, may agree as a service to Buyer to process XxxxxBuyer’s claim against the freight vendor carrier for any loss or damage in transit, so long as provided that Seller receives the such claim within five (5) calendar days of delivery of the Goods. All claims will must be waived unless accompanied by a delivery receipt, signed by freight vendorcarrier’s agent at time of delivery, on which receipt the loss or damage has been noted, or such claims will be waived.

Delivery. Delivery terms Except as may otherwise be specified in writing by Buyer, delivery of all items provided in this Purchase Order shall be made F.O.B shipping point (per Incoterms® 2020i.e., Seller's designated shipping facility). Seller acknowledges that Buyer's production and marketing schedules are based in part upon the delivery/completion date(s) are stated on each specified in this Purchase Order. All Orders must include Buyer’s TIME AND PLACE OF DELIVERY ARE, THEREFORE, OF THE ESSENCE with respect to Seller's performance under this Purchase Order. Any provision in this Purchase Order or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise subsequent agreement by Buyer for installment deliveries of the items specified in writingthis Purchase Order shall not be construed as a waiver of this requirement or as severing Seller's obligations for full, on-time, delivery of all items specified in this Purchase Order. All shipping dates are approximate; production will If Seller determines that it either can not begin until receipt by Seller of or may not complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the specified time and place, Seller shall promptly notify Buyer and indicate the earliest of (A) possible date that it is confident that it can complete delivery. Notwithstanding such notice, Seller's failure to effect conforming delivery shall entitle Buyer, without any liability to Seller hereunder, to revoke any prior acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) a partial delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title , to Goods will pass return at Seller's risk and expense all or any part of items delivered in partial satisfaction of this Purchase Order, to Buyer on tender cancel this Purchase Order, to receive a refund of delivery, subject any amounts paid to Seller’s right Seller pursuant to stop Goods in transit and to this Purchase Order for any interest of Seller reserved to secure Buyer’s payment or performance items returned to Seller, even if freight is included and to purchase substitute items or prepaid. If services elsewhere and charge Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for with any loss or damage additional costs incurred in transit, so long as connection with such purchases. If in order to comply with Xxxxx's required delivery date it becomes necessary for Seller receives to ship the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied items by a delivery receiptmore expensive mode of transportation than specified in this Purchase Order, signed any increased transportation cost resulting therefrom shall be paid for by freight vendor’s agent at time of delivery, on which receipt Seller unless the loss necessity for such rerouting or damage expedited handling has been notedcaused by Buyer.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s forwarder address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx Buyer agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx Buyer has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx Buyer agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx Buyer makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process XxxxxBuyer’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms Except as may otherwise be specified in writing by Buyer, delivery of all items provided in this Purchase Order shall be made F.O.B shipping point (per Incoterms® 2020i.e., Seller's designated shipping facility). Seller acknowledges that Buyer's production and marketing schedules are based in part upon the delivery/completion date(s) are stated on each specified in this Purchase Order. All Orders must include Buyer’s TIME AND PLACE OF DELIVERY ARE, THEREFORE, OF THE ESSENCE with respect to Xxxxxx's performance under this Purchase Order. Any provision in this Purchase Order or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise subsequent agreement by Buyer for installment deliveries of the items specified in writingthis Purchase Order shall not be construed as a waiver of this requirement or as severing Seller's obligations for full, on-time, delivery of all items specified in this Purchase Order. All shipping dates are approximate; production will If Seller determines that it either can not begin until receipt by Seller of or may not complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the specified time and place, Seller shall promptly notify Buyer and indicate the earliest of (A) possible date that it is confident that it can complete delivery. Notwithstanding such notice, Seller's failure to effect conforming delivery shall entitle Buyer, without any liability to Seller hereunder, to revoke any prior acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) a partial delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title , to Goods will pass return at Seller's risk and expense all or any part of items delivered in partial satisfaction of this Purchase Order, to Buyer on tender cancel this Purchase Order, to receive a refund of delivery, subject any amounts paid to Seller’s right Seller pursuant to stop Goods in transit and to this Purchase Order for any interest of Seller reserved to secure Buyer’s payment or performance items returned to Seller, even if freight is included and to purchase substitute items or prepaid. If services elsewhere and charge Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for with any loss or damage additional costs incurred in transit, so long as connection with such purchases. If in order to comply with Xxxxx's required delivery date it becomes necessary for Seller receives to ship the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied items by a delivery receiptmore expensive mode of transportation than specified in this Purchase Order, signed any increased transportation cost resulting therefrom shall be paid for by freight vendor’s agent at time of delivery, on which receipt Seller unless the loss necessity for such rerouting or damage expedited handling has been notedcaused by Buyer.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s Tenant acknowledges that, except as otherwise provided herein, Landlord and its agents and employees have made no representations or forwarder’s address and are assumed warranties of any kind with respect to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shippingthe Premises and/or the physical condition thereof, and credit informationnone shall be implied at law. Tender of delivery is Notwithstanding the foregoing, in no event shall Tenant be deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designeehave assumed, or be responsible or liable for, any condition existing on the Commencement Date which is or constitutes a violation of, or noncompliance with, any law, rule or regulation applicable to the Property. Landlord agrees, using the Construction Contribution and otherwise at Tenant’s sole cost and expense, to complete the improvements or other work required for Tenant’s use and occupancy of the Premises (Dthe “Work”) mailing of an invoice to Buyerin accordance with the following provisions. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of deliveryAccordingly, Landlord has agreed that Landlord shall supervise and manage the Work, subject to Sellerthe terms of this Article V. Tenant shall reasonably cooperate with Landlord in the preparation of the drawings, plans and specifications with respect to the Work at the Premises for Landlord’s right approval (the “Specifications”). Landlord shall cause the architect preparing the Specifications (the “Architect”) to stop Goods prepare and deliver the Specifications to Tenant not later than thirty (30) days after the date of this Lease, subject to Tenant Delays. Landlord and Tenant shall thereafter cooperate in transit good faith to finalize the Specifications, which shall be subject to the parties’ mutual approval, not to be unreasonably withheld or delayed. The Specifications as finally approved by Landlord are herein called the “Approved Specifications.” It is understood and agreed by Tenant that changes in Tenant’s Work, which may be necessary during construction of the Premises, shall not affect, invalidate or change this Lease or any of its terms and provisions, and that such changes shall be at Tenant’s sole cost and expense. Landlord shall deliver to any interest Tenant the following items in connection with the Work upon its receipt thereof: (i) a permanent and unconditional certificate of Seller reserved occupancy for the Premises, and (ii) copies of final lien waivers, from the general contractor and all subcontractors and material suppliers providing work or materials for the Work. In addition, within sixty (60) days after the Commencement Date or as soon as practicable thereafter, Landlord shall deliver to secure Buyer’s payment or performance to Seller, even if freight is included or prepaidTenant “as built” plans and specifications for the Premises. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer Landlord fails to provide shipping instructionssubstantially complete the Work within sixty (60) days after the Target Commencement Date (except as a result of force majeure or any Tenant Delay), Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give then upon thirty (30) days prior written notice to Buyer Landlord, Tenant may elect to complete the Work (unless Landlord substantially completes the Work within such thirty (30) day notice period). In the event that Seller is ready Tenant undertakes and willing completes the Work, Tenant shall be entitled to deliverreimbursement from Landlord for Tenant’s reasonable out-of-pocket costs (up to the amount of Landlord’s Construction Contribution (defined below), taking into account all amounts previously expended by Landlord) within thirty (30) days after Tenant’s written demand, together with copies of paid invoices or other reasonably acceptable evidence of such costs. If Landlord shall fail to pay any sum to Tenant as required herein, Tenant shall have the right to offset such sum against Fixed Rent, provided that (i) such offset shall not exceed twenty-five percent (25%) of Tenant’s monthly installments of Fixed Rent until paid, and (ii) if Landlord shall in good faith dispute the exercise of such notice will constitute a valid tender rights by Tenant and/or the amount of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written requestwhich Tenant claims reimbursement herein, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will no such offset shall be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedpermitted until such dispute is resolved.

Delivery. Delivery terms (per Incoterms® 2020) All prices are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release based upon ready-to-ship status shipment using F.O.B. Origin, unless otherwise specified by Seller in writing. All shipping dates are approximate; production Any time period indicated for a shipment will not begin commence until receipt by Seller at Seller’s facility of complete manufacturing, shipping, shipping and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance Acceptance of shipment by designated shipper, (B) allocation of the Goods to Buyer at location premises other than Seller’s location’s, (C) delivery to Buyer’s representative or designee, designee or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt , whichever first occurs, will constitute tender of packing list provided by Seller. Title to Goods delivery and title will pass to Buyer on tender of deliveryBuyer, subject to Seller’s right to stop Goods of stoppage in transit and to any interest of Seller reserved to secure Buyer’s payment or performance performance, irrespective of any freight allowance or prepayment of freight. In the case of Goods held subject to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx instructions, Goods for which Buyer has failed to supply shipping instructions or because in any case where Seller, in its sole discretion, determines that any part of the Goods should be held for Buyer’s account, Seller may invoice the Goods and Buyer for agrees to make payment at the Goods, as well as for storage. Storage fees will be at Seller’s standard ratesmaturity of the invoice rendered. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails , storage and other expenses incident to provide shipping instructions, Seller may, such delay at its option, ship the Goods to prevailing rates. When Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares has declared or indicates manifested an intention not to not accept delivery, no tender will be necessary, but Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, deliver and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments or defects as to a shipment within three ten (310) calendar days of receipt of the initial such shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Prior to Delivery terms (per Incoterms® 2020) are stated on each Orderof Yacht, Charterer agrees to provide signed and dated Charter Contract, Sailing Resume, Client Responsibility Agreement, payment in full of all charter fees and Passport Details of Charterer and crew. All Orders must include Buyer’s or forwarder’s address The Yacht shall be delivered by the Company at Nanny Cay, Tortola, BVI in full commission and are assumed to authorize immediate release upon ready-to-ship status unless otherwise in proper working order, tanks full of fuel and water respectively, in good clean condition throughout and ready for service no later than 4 hours of the specified time shown in writingparagraph 1. All shipping dates are approximate; production The Charterer will not begin until receipt by Seller of complete manufacturing, shippinginspect the Yacht, and upon acceptance (by officially beginning his charter) certifies that he has found the vessel in charterable condition and in every respect seaworthy and that delivery of the said Yacht to the Charterer constitutes full performance and compliance with all obligations of the Company to the Charterer. In the event that the Company shall fail to make delivery of the Yacht on the day of the Charter start due to an unforeseen last-minute problem with the Yacht but shall within 48 hours thereafter make delivery of the Yacht then the Charterer shall be allowed demurrage pro rata for the number of hours of lost sailing time. Demurrage shall be offered in the form of credits against future charters or cash refunds. In the event that the Company fails to make delivery of the Yacht prior to the charter start date or over 48 hours as set forth herein, then this agreement may be cancelled by the Charterer and all charter fees and security deposits shall be refunded to the Charterer, except in the event of any instances in Paragraph 10 that makes the Yacht inactive, or other external causes that may prevent the Charter from starting. We strongly recommend that Trip Cancellation Insurance is taken to cover any unpredictable losses or events that may occur prior to Charter start, as no refund will be due from the Company. If the vessel is at any time out of commission for more than 4 hours of “sailing time” during the charter, the Company agrees to credit informationdemurrage in the form of credits against future charters or cash refunds for lost “sailing time”, provided the Charterer notifies the Company in a timely fashion of the problem encountered with the Yacht and gives the Company the opportunity to make the necessary repairs. Tender of delivery Sailing time is deemed to occur be between the hours of 8.00am to 5.00pm. The Horizon guarantee covers battery/battery charging, rigging, engine, sails, depth sounder and transmission problems. The guarantee excludes items that do not prevent yacht usage, such as marine toilets, dinghy and outboard, windlass, entertainment systems, air-conditioning, electronics (other than depth sounder), water makers, ice makers, and log instruments, refrigeration, cellular phones, WiFi, water pump, or VHF radio. The Company shall not be liable for any lost sailing time, chase boat expenses or labour charges if the problems are caused by operator error or carelessness on behalf of the Charterer or his crew. Nor shall the company be held responsible for supplying a replacement vessel in the event that the vessel is disabled due to damage caused by carelessness or negligence on behalf of the Charterer or his crew. Blocked heads due to any other blockage other than mechanical failure of parts is at the earliest Charterer’s expense (from $180.00 charge), plus chase boat services if applicable. In the event of (A) acceptance refrigeration breakdown, the Company must be notified immediately and will cover the costs of shipment by designated shipperblock and chip ice, (Bfor which receipts are presented) allocation of Goods to Buyer at location other than Seller’s locationstop food spoilage, (C) delivery to Buyer’s representative or designeeuntil the refrigeration can be repaired, or (D) mailing until the end of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods the charter, if a timely repair cannot be carried out but will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should not be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor responsible for any loss of food. The Company deems the value of inoperable generator and/or AC as $500 per charter and will refund the pro-rated value in the event of failure to this amount. The Company shall not be liable for any compensatory, consequential, punitive or damage in transit, so long other damages or expenses (including travel and hotel) of ANY kind occasioned by the Charterer as Seller receives the claim within five (5) calendar days of delivery a result of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendorCompany’s agent at time of delivery, on which receipt inability to deliver the loss or damage has been notedYacht for any reason.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address TIME AND QUANTITIES ARE OF THE ESSENCE UNDER THE ORDER Seller agrees to 100% on-time delivery of the quantities and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment times specified by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified stated in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipmentrelated releases. Buyer may change the rate of scheduled shipments or direct temporary suspension of scheduling shipment, neither of which entitle Seller to modify the price of the goods or services. Buyer shall not make be obligated to accept early deliveries, late deliveries, partial deliveries or excess deliveries. If it accepts an early delivery, it reserves the right to back-charge Seller for any deduction from any payment due because incidental storage charges caused by the early delivery. All shipments shall be made with Buyer designated or approved carriers. Risk of loss or damage to Goods goods in transit shall be upon Seller and Seller shall insure the goods in transit. If Xxxxx makes delivery is not timely, Buyer may direct Seller to make expedited routing at Seller’s expense. Seller will enclose packing slips with all shipments showing Order numbers, descriptions, parts numbers and quantities. Buyer shall not be required to make payment for delivered goods in excess of specified quantities. Shipments in excess of that authorized by Buyer may be returned to Seller at Seller’s expense. The goods shall be properly packed, marked (including correlatively numbered if part of a written requestsingle delivery), Sellerloaded and shipped as required by this contract and by the transporting carrier. If delivery dates are not specified in this order, Seller shall procure materials and fabricate, assemble, and ship goods only as authorized in its sole discretion, shipment releases (“Releases”) issued by Buyer. Invoices in DUPLICATE showing Order and release number shall be rendered promptly after shipment has been made. Invoices received by Buyer five days or more after shipment may agree be re-dated as a service of date received and payment made according to Buyer terms of purchase. Seller will support EDI protocol and adhere to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days AIAG Bar Code Standards. Certificate of delivery of the Goods. All claims origin will be waived unless accompanied reflected in the delivery documents. Seller shall adhere to Buyer’s shipment and other requirements as set forth in the aforementioned Buyer’s Supplier Manual, as they may change from time to time, previously incorporated by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedreference.

Delivery. Delivery terms (per stated in Incoterms® 20202010) are as stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production approximate and any time period indicated for a shipment will not begin until receipt by Seller at Seller’s plant of complete manufacturing, shipping, shipping and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location premises other than Seller’s location’s, (C) delivery to Buyer’s representative or designee, designee or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods of stoppage in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Sellerperformance, even if irrespective of any freight is included allowance or prepaidprepayment of freight. If Seller holds Goods at per Buyer’s instruction instructions or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be Goods and Buyer agrees to make payment at Seller’s standard ratesthe maturity of the invoice rendered. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails , storage and other expenses incident to provide shipping instructions, Seller may, such delay at its option, ship the Goods to prevailing rates. Partial deliveries will be accepted by Buyer and paid for at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares When Xxxxx has declared or indicates manifested an intention not to not accept delivery, no tender will be necessary, but Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, deliver and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because hereunder by reason of loss or damage to Goods in transit. If Xxxxx makes a On Buyer’s written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor carrier for any loss or damage in transit, so long as provided that Seller receives the such claim within five (5) calendar days of delivery of the Goods. All claims will must be waived unless accompanied by a delivery receipt, signed by freight vendorxxxxxxx’s agent at time of delivery, on which receipt the loss or damage has been noted, or such claims will be waived.

Delivery. Delivery terms of all Contract items shall be made in accordance with Appendix B, § 45, Product Delivery and § 47, Shipping/Receipt of Product, except as provided herein. Contractor must offer (per Incoterms® 2020a) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturingdock delivery, shipping(b) inside delivery, and credit information(c) inside delivery to desk/bench top at no additional charge. Tender of Inside delivery and inside delivery to desk/bench will be made only when the delivery is deemed to occur at the earliest of (Aa) acceptance of shipment by designated shipperfeasible, (Bb) allocation of Goods to Buyer at the delivery location other than Selleris mutually agreed upon by the Authorized User’s location, Agency and Contractor and (Cc) inside delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyercan be pre-arranged. Xxxxx agrees to provide Seller Delivery shall be made in accordance with defined shipping instructions within seven (7) business days following receipt of packing list provided by Selleron the Purchase Order from each Authorized User. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should Orders shall be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments delivered within three (3) calendar days Business Days from the time of receipt of order, except in the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transitinstances where the items being ordered require special handling. If Xxxxx makes an Authorized User requires an inside delivery (storeroom or desk), it must clearly indicate on the Purchase Order what inside delivery is required and the specific location where inside delivery is required to be made. (Authorized Users should use terminology such as "INSIDE DELIVERY TO ROOM [number] LOCATED ON [number] FLOOR," etc., when inside delivery is required.) Dry ice charges will only be allowable and charged to Authorized Users the manufacturer determines the item(s) need to ship on ice for quality control. Hazardous materials fees will only be allowable and charged to the Authorized Users when the shipper assesses a written requesthazardous materials charge based on the item’s composition. Overnight service charges will only be allowable and charged to the Authorized User if the Authorized User requests overnight delivery when the item could be delivered within (3) Business Days from the time of receipt of order. In any event, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against delivery shall be the freight vendor for any loss or damage in transit, so long as Seller receives most economical method and the claim within five (5) calendar days of delivery Authorized User must be informed of the Goodsadditional cost prior to delivery and agree in writing to the additional charge. All claims will Expedited, overnight delivery air service when standard delivery service is available and the item(s) could be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at delivered within (3) Business Days from the time of delivery, on which receipt of order will only be allowable and charged to the loss or damage has been noted.Authorized Users when such delivery is requested by the Authorized User. The Authorized User must be informed of the additional cost prior to delivery and agree in writing to the additional charge

Delivery. Delivery Seller shall have no liability for late delivery of any Equipment. Purchaser is responsible for all fees associated with the failure of Equipment delivery due to, but not limited to, site conditions. Purchaser is responsible for all trucking charges and delivery related issues in relation to the delivery of the units from the container yard. Seller shall have no liability for property damage caused by delivery or placement of Equipment. Driver working on behalf of Seller will not be responsible for any maintenance, altercation or modification related to the delivery or placement of the Equipment. Equipment placement upon delivery may vary based on site conditions. Payment Payment must be settled as per the terms (per Incoterms® 2020) are stated on each Orderagreed from the date of the invoice. All Orders must include Buyer’s If Purchaser fails to remit payment to the Seller when due, Seller reserves the right to cancel the order without prior notice. This invoice is an offer until paid. No Equipment is owned by anyone other than Carolina Containers until paid in full, regardless of who is in possession of the Equipment. Any Equipment that is in Purchasers possession that is not paid for shall be returned immediately upon the request of the Seller. Payment is due prior to or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status at delivery of the Equipment unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at indicated on the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaidinvoice. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer Purchaser fails to provide shipping instructionsmake payment in full when due, Seller may, at its optionwithout prejudice to any other remedy it may have, ship the Goods to Buyer charge Purchaser a service charge at the address specified in rate of eighteen percent (18%) per amount unpaid on invoice or the highest legal rate. Disclaimer of Warranties Purchaser is aware that Equipment that is “New / One Trip” are sold as one time used and may have normal wear and tear related to its transport. The Equipment is purchased by the Purchaser "AS IS / WHERE IS" without covenant or warranty by Seller of any kind whatsoever including, without limitation, warranties of merchantability, fitness for particular purpose, or condition of the Equipment compliance with applicable Order and invoice Buyer for laws, codes, ordinances or governmental regulations relating to the Goodsenvironment, health, safety or otherwise. Xxxxx agrees No oral agreement, guaranty, promise, condition, representation or warranty made to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at Purchaser by Seller its employees and/or agents with respect to the Agreement prices and terms. If Buyer declares Equipment shall be binding upon Seller; all prior conversations, agreements or indicates an intention representations related thereto and/or to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliverthe Equipment are integrated herein, and such notice will constitute a valid tender of delivery. Buyer must report any shortages no modification hereof shall be binding upon Seller unless in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, writing and signed by freight vendor’s agent at time an authorized representative of delivery, on which receipt the loss or damage has been notedSeller.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address TIME AND QUANTITIES ARE OF THE ESSENCE UNDER THE ORDER Seller agrees to 100% on-time delivery of the quantities and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment times specified by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified stated in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipmentrelated releases. Buyer may change the rate of scheduled shipments or direct temporary suspension of scheduling shipment, neither of which entitle Seller to modify the price of the goods or services. Buyer shall not make be obligated to accept early deliveries, late deliveries, partial deliveries or excess deliveries. If it accepts an early delivery, it reserves the right to back-charge Seller for any deduction from any payment due because incidental storage charges caused by the early delivery. All shipments shall be made with Buyer designated or approved carriers. Risk of loss or damage to Goods goods in transit shall be upon Seller and Seller shall insure the goods in transit. If delivery is not timely, Buyer may direct Seller to make expedited routing at Seller’s expense. Seller will enclose packing slips with all shipments showing Order numbers, descriptions, parts numbers and quantities. Buyer shall not be required to make payment for delivered goods in excess of specified quantities. Shipments in excess of that authorized by Xxxxx makes may be returned to Seller at Seller’s expense. The goods shall be properly packed, marked (including correlatively numbered if part of a written requestsingle delivery), Sellerloaded and shipped as required by this contract and by the transporting carrier. If delivery dates are not specified in this order, Seller shall procure materials and fabricate, assemble, and ship goods only as authorized in its sole discretion, shipment releases (“Releases”) issued by Buyer. Invoices in DUPLICATE showing Order and release number shall be rendered promptly after shipment has been made. Invoices received by Buyer five days or more after shipment may agree be re-dated as a service of date received and payment made according to Buyer terms of purchase. Seller will support EDI protocol and adhere to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days AIAG Bar Code Standards. Certificate of delivery of the Goods. All claims origin will be waived unless accompanied reflected in the delivery documents. Seller shall adhere to Buyer’s shipment and other requirements as set forth in the aforementioned Buyer’s Supplier Manual, as they may change from time to time, previously incorporated by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedreference.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s forwarder address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx Buyer agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx Buyer has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard ratesrates per pallet, per day stored. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx Buyer agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx Buyer makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process XxxxxBuyer’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each OrderAll Products shall be packed for ground transportation. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to shall provide Seller with defined detailed shipping instructions within seven (7) business days following receipt of packing list provided by Sellerprior to shipment. Title Buyer shall be responsible for any increased costs or delays in delivery resulting from Xxxxx’s failure to Goods will pass to Buyer on tender of delivery, subject to supply such instructions in a timely manner. All specified delivery dates reflect Seller’s best estimates, and Seller reserves the right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaidmodify the delivery dates. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice In the event Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified requests a change in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments scheduled delivery date within three (3) calendar business days of receipt the scheduled shipping date and Seller agrees to such change, a fee of $500 shall apply. Title and risk of loss shall pass to Buyer at point of delivery if Product is delivered by Seller’s truck. If delivery is not by Seller’s truck, sales are Ex Works Seller’s location. In the initial shipmentevent Buyer requests that Seller hold or store Products beyond their delivery date, or in the event Seller is unable to take or otherwise refuses delivery of any Products, Seller may store the Products at Buyer’s sole risk and expense and charge Buyer for shipping and storage and any other cost or expense incident to Buyer’s request or refusal. Seller may also demand immediate payment of such items as well as the Products themselves. In instances of bulk carload, tank truck, and tank car shipments, Seller’s weights shall govern. Products shall be packed for shipment in Seller’s standard packing. Buyer may not make any deduction from any payment due because shall be responsible for promptly inspecting all Products to ensure that there are no “Deficiencies,” specifically that: (a) the Products were delivered without damage; and (b) the correct amounts, concentration levels, and types of loss or damage to Goods in transitProducts were delivered. If Xxxxx makes a written requestBUYER SHALL NOTIFY SELLER, SellerIN WRITING, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five OF ANY DEFICIENCIES WITHIN FIVE (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.)

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s forwarder address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx Buyer agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx Buyer has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard ratesrate per pallet, per day stored. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx Buyer agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx Buyer makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process XxxxxBuyer’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed Seller agrees to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller deliver possession of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods Vessel to Buyer at location Closing in New Orleans, Louisiana. At or before the time of Delivery, Seller shall provide to Buyer the Vessel's plans, as builts, schematics, wiring specifications, low voltage wiring diagrams, certified evacuation and safety plan, certified periodic test procedures and all other than Seller’s locationplans and blueprints related to the Vessel that were provided to Seller at the txxx Xxxxxx acquired the Vessel. Seller makes no representation or warranty as to the accuracy of such documents or drawings. Seller shall deliver the Vessel to Buyer at Closing "as is and where is". Except with regard to title, (C) delivery to Buyer’s representative Seller makes NO WARRANTY of any kind whatsoever, whether expressed or designeeimplied, including without limitation, any implied warranty of merchantability, quality, condition, fitness for any particular purpose, seaworthiness, or (D) mailing against any redhibitory vices, or any other vices or defects, hidden, latent or otherwise, all such warranties being expressly WAIVED by Buyer. At the time of an invoice Delivery, all risk of loss to the Vessel shall pass to Buyer. Xxxxx agrees Seller will use all reasonable good faith efforts to assist Buyer in obtaining any necessary certificates for the Vessel, including but not limited to a Certificate of Inspection; however, this is not a condition for Closing and all costs and expenses associated with obtaining any such certificates shall be the responsibility of Buyer. Furthermore, Seller shall not be required to provide at Delivery a Certificate of Documentation, FCC License, Society Tonnage, Interim Class, Hull Classification and Machinery Classification Certificate (if applicable) and/or their regulatory equivalent (if applicable) at the time of Delivery; however, Seller with defined shipping instructions shall provide such certificates and documents, if any, that are in Seller's possession within seven (7) business days a reasonable time after Delivery, provided, however, the Seller's failure to deliver said Certificates and Documents shall not constitute a breach of this Agreement by Seller, nor shall such failure constitute grounds for Buyer not to close this transaction. MAINTENANCE AND OPERATION During the period of time following receipt of packing list provided the Deposit by Seller. Title Seller until Closing (the "Period"), the Vessel shall be in the full possession and, other than sale to Goods will pass to Buyer on tender of deliverya third party, subject to Seller’s right to stop Goods in transit and to any interest at the absolute disposal of Seller reserved for all purposes and under its complete control in every respect. Seller shall, during said Period, take all reasonable steps to secure Buyer’s payment maintain the Vessel, her machinery, engines, equipment, appurtenances and spare parts in their current condition, ordinary wear and tear excepted. INSPECTION During the Period, Buyer or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for designee shall have the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held right at any location for whatever reason will reasonable time to inspect or survey the Vessel to satisfy itself that the Vessel is being properly maintained. Any and all costs or expenses associated with such inspection shall be at Buyer’s risk the responsibility of and Seller may charge for (but is not obligated to carry) insurance. If be paid by Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to and Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment indemnify, defend and hold harmless Seller any affiliate of Seller against any injuries, cost, or expenses arising from such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares inspection or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedsurvey.

Delivery. Delivery If Customer desires to make or take delivery under a commodity interest contract, Customer agrees to give Newedge timely notice of such intent for open positions maturing in a current delivery month according to applicable rules and regulations of the exchange or clearing house and Newedge’s instructions. Sufficient funds to take delivery or the necessary delivery documents must be delivered by Customer to Newedge according to Newedge’s instructions. If funds, documents or Customer’s intentions with respect to delivery are not received, Newedge may, without notice, either liquidate Customer’s position or make or receive delivery on behalf of Customer upon such terms and by such methods as Newedge reasonably determines. Customer understands that Newedge may, upon prior notice to Customer, establish cut-off times for timely notification that may be earlier than the times established by the applicable rules and regulations of the exchanges or clearing houses to ensure that Newedge complies with such rules and regulations. If Customer desires to make or take delivery of a security futures product, Customer agrees to open a securities account pursuant to Newedge’s Securities and Options Account Agreement to effect such delivery. If, at any time, Customer fails to deliver to Newedge any property previously sold by Newedge on Customer’s behalf in compliance with commodity interest contracts, or Newedge shall deem it necessary (per Incoterms® 2020whether by reason of the requirements of any exchange, clearing house or otherwise) are stated on each Order. All Orders must include Buyer’s to replace any securities, commodity interest contracts, financial instruments, or forwarder’s address and are assumed other property previously delivered by Newedge for the Account of Customer with other property of like or equivalent kind or amount, Customer hereby authorizes Newedge to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturingborrow or to buy any property necessary to make delivery thereof, shippingor to replace any such property previously delivered, and credit information. Tender of or to deliver the same to such other party or to whom delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative be made. Newedge may subsequently repay any borrowing or designee, purchase thereof with property purchased or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer otherwise acquired for the Goods, as well as for storageAccount of Customer. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and Customer shall pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor Newedge for any loss actual costs, losses and damages from the foregoing, including, but not limited to, consequential damages, penalties and fines that Newedge may incur or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss that Newedge may sustain from its inability to borrow or damage has been notedbuy any such property.

Delivery. Delivery The terms of sale under this Agreement will be governed by Incoterms 2020. Buyer’s PO will indicate the shipping terms (per Incoterms® 2020) are stated i.e., EXW, FOB, DAP). Seller acknowledges that time is of the essence with respect to Seller's obligations under this Agreement and the timely delivery of the Products in the correct quantity on each Orderthe Delivery Date. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of If any delivery is deemed threatened to occur at the earliest of (A) acceptance of shipment by designated shipperbe delayed, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery Seller will promptly provide notice to Buyer’s representative purchasing department of such delay or designeethreatened delay. If Seller fails to deliver the Products in full on the Delivery Date, Buyer may terminate this Agreement by providing written notice to Seller, and Seller will indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller's failure to deliver the Products on the Delivery Date. In the event of termination pursuant to this paragraph, Buyer will have the right, in addition to any other rights and remedies conferred by law or (D) mailing under this Agreement, to procure goods and/or services similar to those terminated, and Seller will be liable to Buyer for any excess costs for such similar goods and/or services. Seller will deliver all Products to the Delivery Location during Buyer's normal business hours or as otherwise instructed by Xxxxx. Seller will pack all goods for shipment according to Xxxxx'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 Buyer prior written notice if it requires Buyer to return any packaging material. Any return of an invoice such packaging material will be made at Seller's risk of loss and expense. For all shipments of Products, the PO number must appear on all shipping documents, shipping labels, bills of lading, air waybills, invoices, correspondence and any other documents pertaining to Buyerthe PO. Xxxxx agrees to provide Palletized Products will be identified by marking on each side of the pallet. Except as otherwise provided in this Agreement, Seller with defined shipping instructions within seven (7) business days following receipt retains all title and risk of packing list provided by Seller. Title to Goods loss of all Products, work in process and other property of either party used in the performance of the PO, and the same will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of only upon delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent Products at time of delivery, on which receipt the loss or damage has been notedDelivery Location.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless Unless otherwise specified agreed in writing. All shipping dates are approximate; production will not begin until receipt writing by Seller of complete manufacturingSeller, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be shall take place at Seller’s standard ratesplace of business. Services shall be provided at such venue(s) specified in Seller’s quotation. Buyer shall take delivery of Goods invoiced within 10 days of Seller giving it notice that Goods are ready for delivery. Any dates specified by Seller for delivery of Goods or performance of Services are intended to be an estimate and held at any location time for whatever reason will delivery shall not be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurancemade of the essence by notice. If no dates are so specified, delivery/performance shall be within a reasonable time. Subject to the other provisions hereof, Seller shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in delivery of Goods or Services (even if caused by Seller’s negligence), nor shall any delay entitle Buyer to terminate or rescind the Contract unless such delay exceeds 180 days. If for any reason Buyer fails to provide shipping accept delivery of Goods when ready, or Seller is unable to deliver Goods on time because Buyer has not provided appropriate instructions, documents, licences or authorisations: (i) risk in Goods shall pass to Buyer; (ii) Goods shall be deemed to have been delivered; and (iii) Seller maymay store Goods until delivery, at its optionwhereupon Buyer shall be liable for all related costs. The quantity of any consignment of Goods as recorded by Seller on despatch from Seller’s place of business shall be conclusive evidence of the quantity received by Buyer on delivery, ship unless Buyer can provide conclusive evidence proving the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreementcontrary. Buyer will accept shall provide Seller in a timely manner and pay for partial deliveries at no charge access to its facilities as required by Seller to perform Services, informing Seller of all health/safety rules and security requirements. Buyer also shall obtain and maintain all licenses/consents and comply with all legislation in relation to the Agreement prices and termsServices. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt Seller’s performance of the initial shipment. Services is prevented/delayed by any act/omission of Buyer, Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, shall pay Seller all costs incurred by Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s forwarder address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms (per Incoterms® 2020) are stated on Time is of the essence with respect to Xxxxxx’s performance under each Order. All Orders must include Buyer’s Deliveries pursuant to any Order shall be strictly in accordance with the specified quantities, schedules, and other requirements of the Order. If requested by Xxxxx, Seller shall, at Seller's expense, ship via air or forwarder’s address other expedited transportation method to avoid or minimize any actual or potential delay to the maximum extent possible. Xxxxx's Traffic Department will direct Seller as to the method of shipment. However, if Buyer shall request Seller to determine the method of shipment, the Seller shall (a) describe shipments in accordance with the carrier's tariffs to obtain the lowest freight rate; (b) insure or declare value on shipment only to the point designated in the Order; (c) when a shipment is subject to freight rates dependent upon value, annotate the bill of lading, airbill or express receipt to show that the shipment has been released at the maximum value which applies to the lowest rate provided in applicable tariffs; and (d) consolidate all shipments to be forwarded on one day. Seller shall mail the original invoice to Xxxxx's Accounting Department when the articles are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writingshipped. All invoices must state the shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, point. Each case or parcel and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of accompanying packing list provided by of contents must show Buyer's Order number. If no packing list accompanies the shipment, Xxxxx's count will be conclusive on Seller. Title to Goods will pass to furnished in excess of the quantities ordered may be retained by Xxxxx for no charge, unless Seller notifies Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of within forty-five (45) days after shipment that it desires the return thereof. Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice shall reimburse Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment full cost of returning such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedovershipment.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard ratesrates per pallet, per day stored. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms The Purchase Order shall specify requested delivery dates. Seller shall ship products with appropriate lead-time such that Products arrive at Buyer's dock on or reasonably around the requested arrival dates (per Incoterms® 2020absent a Force Majeure Event); provided, that Seller shall notify Buyer if it has reason to believe that any particular shipment of Products may not arrive at Buyer's dock within ten (10) are stated on each Order. All Orders must include Buyer’s or forwarder’s address days after the requested arrival dates, it being agreed and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt understood by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided parties that the failure by Seller. Title to Goods will pass to Buyer , on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within more than three (3) calendar days of receipt of the initial shipment. Buyer may not make occasions with respect to any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of consecutive required delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage dates as set forth in Purchase Orders previously [***] Confidential information has been notedomitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. EXHIBIT 10.22 CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24B-2 CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. THE OMITTED MATERIALS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. delivered by Buyer and agreed upon by Seller, to deliver all units required to be delivered pursuant to such Purchase Orders upon any particular delivery date to Buyer's dock within the ten-day period following the respective delivery date (provided the cause of such delivery failure is not attributable to a request by Buyer that Seller make modifications to one or more Products prior to delivery that would not otherwise have had to been made by Seller in order to deliver Products in accordance with a then-effective Purchase Order) may result in Buyer terminating this Agreement under Section 2.2.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s forwarder address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard ratesrate per pallet, per day stored. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Time is of the essence for Delivery terms (per Incoterms® 2020) are stated and all other obligations arising herein. “Delivery Date” and/or “Dock Date” shall mean the date Supplier is required to deliver the Product to the locations designated on each Buyer’s Purchase Order. All Orders must include Buyer’s If Supplier does not meet the scheduled Delivery Dates, and Supplier fails to demonstrate to Buyer that it has taken best commercial efforts to comply with meeting the Delivery Dates, then Buyer may, at its option cancel this Purchase Order, or forwarder’s address and are assumed to authorize immediate release upon ready-to-any part of this Purchase Order without incurring any liability. If Xxxxx requests expedited shipment of any late deliveries, Supplier will be responsible for shipping cost. Supplier will not ship status ahead of the scheduled Delivery Date unless otherwise specified authorized by Xxxxx in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller mayreturn, at its option, ship the Goods all unauthorized early shipments to Supplier at Supplier’s expense. Payments for early shipments unauthorized by Buyer at the address specified in will be postponed until the applicable Order and invoice Buyer for due date after the Goodsscheduled Delivery Date. Xxxxx agrees Supplier, when it has reason to make payment of such invoice when due under this Agreement. Buyer believe that deliveries will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept deliverybe made as scheduled, Seller may, at its option, give will provide immediate written notice to Buyer setting forth the cause of such anticipated delay and the anticipated actual time for delivery (hereinafter referred to as “Grace Period” – Grace period cannot be longer than eight (8) calendar days). Supplier shall be, in addition to any other remedy available to Buyer, liable for Buyer’s documented additional expenses due to its failure to deliver in the event Supplier fails to provide such notice. If Product cannot be delivered by the Delivery Date or within the Grace Period, Jabil will sustain substantial financial loss or damage. The Parties further acknowledge and agree that Seller is ready and willing the following liquidated damages are believed to deliver, and such notice will constitute represent a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt genuine estimate of the initial shipmentloss that would be suffered by Jabil by reason of any such delay (which losses would be difficult or impossible to calculate with certainty) and are neither intended as a penalty nor operate as a penalty. Buyer may not make any deduction from any payment due because Jabil shall be entitled to assess two (2) percent of loss the purchase price of the late delivered Products for each full calendar day of late delivery up to a maximum of twenty (20) percent of the purchase price of the late delivered Products starting on the day after the Delivery Date or damage Grace Period as liquidated damages. Notwithstanding the foregoing, - unless Section 17. Force Majeure applies – if Supplier fails to Goods in transit. If Xxxxx makes a written requestproperly deliver the Products, SellerJabil, in its sole discretion, may agree do one or more of the following: (i) cancel the Purchase Order in whole or in part; (ii) return previously delivered materials or Products which were ordered in connection with the canceled Purchase Order and which are no longer needed; (iii) cancel any current Purchase Order(s) pursuant to which Jabil had ordered material which was related to the canceled Purchase Order and which is no longer needed as a service result of such cancellation; (iv) declare Supplier to Buyer be in default; (v) purchase replacement Products from another source at Supplier’s sole cost and expense; or (vi) insist on compliance with the terms and conditions of this Purchase Order by Supplier. All internationally shipped products will be shipped under "FCA Suppliers Facility (Incoterms 2020)". Products shipped under domestic transport may be FCA or another Incoterm agreed between Supplier and Jabil. For FCA terms, Supplier must utilize the carriers or forwarder provided in Jabil’s shipping guidelines for the transit from Supplier’s facility to process Xxxxxthe Jabil’s claim against the freight vendor receiving dock. Supplier must utilize Jabil’s specified transportation agent for all shipments. If Supplier uses any other transportation agent, Supplier will reimburse Jabil for any loss or damage in transitadditional costs incurred for transportation. If no transportation agent is specified, so long as Seller receives Supplier will use a transportation agent acceptable to Jabil. Title shall be transferred to Jabil upon the claim within five (5) calendar days of physical delivery of the GoodsProducts to the final destination designated on Jabil's Purchase Order. All claims Jabil assumes risk of loss for Products when Products have been received by Jabil’s carrier or forwarder. In the event a tooling Delivery is delayed, and it is estimated that such delay will be waived unless accompanied by a delivery receiptexceed more than 25% of the agreed completion Date/Delivery time, signed by freight vendor’s agent Buyer may, at time of delivery, on which receipt the loss or damage has been notedits option cancel this Purchase Order without incurring any liability.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order; provided that delivery terms for iHydrant Goods are FCA Seller’s dock (Incoterms® 2020) unless otherwise stated on the Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless Unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller herein, delivery of complete manufacturing, shippingthe goods, and credit informationservices, if any, specified herein (“Goods”) will be F.O.B. U.S.A. point of shipment. Tender of Any delivery date specified herein is deemed to occur at the earliest of (A) acceptance approximate only. Acceptance of shipment by a common carrier, designated shippershipper or licensed public truckman, (B) allocation of Goods to Buyer at location premises other than Seller’s location’s, (C) delivery to Buyer’s representative or designeedesignee (if Seller’s trucks and drivers effect such delivery), or (D) mailing of an invoice by Seller to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt , whichever of packing list provided by Seller. Title to Goods will pass to Buyer on the foregoing first occurs, shall constitute tender of delivery. Upon receipt of payment in full, title shall pass to Buyer, subject to Seller’s right to stop Goods of stoppage in transit and to any interest of Seller reserved to secure Buyer’s payment or performance performance. In the instance of Goods held subject to Seller, even if freight is included Xxxxx’s instructions or prepaid. If Seller holds Goods at Buyer’s instruction or because for which Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s accountinstructions, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be Goods and Buyer agrees to make payment at Seller’s standard ratesthe maturity of the invoice so rendered. Goods invoiced and held at any location location, for whatever reason will reason, shall be at the Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, insurance and storage at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreementprevailing rates. Buyer will accept and pay for partial deliveries at the Agreement in accordance with contract prices and terms. If Buyer declares or indicates Xxxxx has expressed an intention not to not accept deliverydelivery in accordance with any order, no tender of the Goods shall be necessary but Seller may, at its option, give written notice in writing to Buyer that Seller is ready and willing to deliver, deliver and such notice will shall constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s forwarder address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, designee or (D) mailing of an invoice to Buyer. Xxxxx Buyer agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx Buyer has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, deliver and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx Buyer makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process XxxxxBuyer’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms are EXW (Ex-Works) (per Incoterms® 20202010) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified by Seller in writing. All shipping dates are approximate; production approximate and any time period indicated for a shipment will not begin until receipt by Seller at Seller’s plant of complete manufacturing, shipping, shipping and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location premises other than Seller’s location’s, (C) delivery to Buyer’s representative or designee, designee or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods of stoppage in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Sellerperformance, even if irrespective of any freight is included allowance or prepaidprepayment of freight. If Seller holds Goods at per Buyer’s instruction instructions or because Xxxxx Buyer has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be Goods and Buyer agrees to make payment at Seller’s standard ratesthe maturity of the invoice rendered. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails , storage and other expenses incident to provide shipping instructions, Seller may, such delay at its option, ship the Goods to prevailing rates. Partial deliveries will be accepted by Buyer and paid for at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If When Buyer declares has declared or indicates manifested an intention not to not accept delivery, no tender will be necessary, but Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, deliver and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because hereunder by reason of loss or damage to Goods in transit. If Xxxxx makes a On Buyer’s written request, Seller, in its sole discretion, may agree as a service to Buyer to process XxxxxBuyer’s claim against the freight vendor carrier for any loss or damage in transit, so long as provided that Seller receives the such claim within five (5) calendar days of delivery of the Goods. All claims will must be waived unless accompanied by a delivery receipt, signed by freight vendorcarrier’s agent at time of delivery, on which receipt the loss or damage has been noted, or such claims will be waived.

Delivery. Delivery terms (per Incoterms® 2020) are stated Seller shall deliver Goods in accordance with the schedule in Buyer’s purchase order or Release. Time is of the essence in the performance of each purchase order and Release. Buyer may select the mode of transportation and the carrier for the Goods. Seller shall pre-pay shipping charges and add such charges as a separate line item on each Orderthe invoice, unless otherwise agreed in writing. If Buyer requests that Goods be Order or Release shall strictly conform to the terms, conditions, specifications, descriptions, drawings, and data specified in the Order or Release and shall be of good design, material, and workmanship, free from defects, merchantable and fit for their intended purpose, and shall meet applicable governmental safety standards. Seller further warrants that Buyer shall have free and clear title to the Goods and the right to sell the Goods at the time of delivery to Buyer. All Orders must include Buyer’s or forwarder’s address Goods shall be new and are assumed to authorize immediate release upon ready-to-ship status unused (unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur the Order or Release) at the earliest time of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer. Seller shall also without any additional charges assign or otherwise transfer to Buyer all warranties on Goods and services incorporated into the Goods. All warranties herein mentioned shall survive any intermediate or final inspections, delivery, acceptance or payment by Buyer, and all such warranties shall run to Buyer, its successors, assigns, customers, and users of the Goods. No warranties hereunder shall be deemed disclaimed or excluded except in writing signed by an authorized representative of Buyer. If Buyer deems the Goods defective, Seller, at Buyer’s representative election, shall promptly repair or designeereplace the defective Goods, or give Buyer a credit or refund for the price paid for the defective Goods, at any time within Seller’s standard warranty period for the Goods (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender which in no event shall be less than one year from the date of delivery). Alternatively, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Buyer may repair defective Goods at Buyer’s instruction facility and charge Seller the reasonable cost thereof. Seller shall be responsible for all shipping charges (both to and from Seller’s facility) for Goods which are repaired or because Xxxxx has failed to supply shipping instructions or because replaced by Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account. shipped ’collect’, Seller may invoice shall use a Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.approved transportation carrier

Delivery. Delivery terms (per Incoterms® 2020) are stated on Time is of the essence with respect to Xxxxxx’s performance under each Order. All Orders must include Buyer’s Deliveries pursuant to any Order shall be strictly in accordance with the specified quantities, schedules, and other requirements of the Order. If requested by Xxxxx, Seller shall, at Seller's expense, ship via air or forwarder’s address other expedited transportation method to avoid or minimize any actual or potential delay to the maximum extent possible. Xxxxx's Traffic Department will direct Seller as to the method of shipment. However, if Buyer shall request Seller to determine the method of shipment, Seller shall (a) describe shipments in accordance with the carrier's tariffs to obtain the lowest freight rate; (b) insure or declare value on shipment only to the point designated in the Order; (c) when a shipment is subject to freight rates dependent upon value, annotate the bill of lading, airbill or express receipt to show that the shipment has been released at the maximum value which applies to the lowest rate provided in applicable tariffs; and (d) consolidate all shipments to be forwarded on one day. Seller shall mail the original invoice to Xxxxx's Accounting Department when the articles are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writingshipped. All invoices must state the shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, point. Each case or parcel and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of accompanying packing list provided by of contents must show Buyer's Order number. If no packing list accompanies the shipment, Xxxxx's count will be binding on Seller. Title to Goods will pass to furnished in excess of the quantities ordered may be retained by Xxxxx for no charge, unless Seller notifies Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of within forty-five (45) days after shipment that it desires the return thereof. Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice shall reimburse Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment full cost of returning such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedovershipment.

Delivery. Delivery terms (per Incoterms® 2020) are stated of goods under the Order must be made in the quantities and on each the dates specified by Buyer, and any failure of Seller to provide the same shall be a material breach of this Contract. Partial shipments shall be allowed only if expressly indicated in the Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless Unless otherwise specified in writingthe Order, delivery is Delivered Duty Paid (as defined in Incoterms 2010), Buyer’s location or such other destination as may be specified in the Order. All shipping dates Seller acknowledges that Buyer’s production and marketing schedules are approximate; production will based in part upon the delivery/completion date(s) specified in the Order. Time and place of delivery are, therefore, of the essence with respect to Xxxxxx’s performance under the Order. Any provision in the Order or subsequent agreement by Buyer for installment deliveries of the items specified in the Order shall not begin until receipt by be construed as a waiver of this requirement or as severing Seller’s obligations for full, on-time delivery of all items specified in the Order. If Seller of reasonably determines in good faith that it either cannot or may not complete manufacturingdelivery or performance at the specified time and place or in the specified manner, shippingSeller shall promptly notify Buyer in writing and indicate the earliest possible date that it reasonably can complete conforming delivery and performance using Seller’s best efforts. Notwithstanding such notice, and credit information. Tender notwithstanding that Seller’s failure to effect conforming delivery or performance may be or is the result of Force Majeure, as defined in Section 10, Seller’s failure to effect conforming delivery is deemed of goods or performance of services shall entitle Buyer, at Buyer’s sole option and without any liability to occur Buyer hereunder, to do or cause to be done, in addition to any other remedies available to Buyer under this Contract, at law or in equity, one or more of the earliest of (A) following: revoke any prior acceptance of shipment a partial delivery or performance by designated shipperSeller, (B) allocation of Goods to Buyer return at location other than Seller’s locationrisk and expense all or any part of items delivered in partial satisfaction of the Order, (C) delivery to Buyer’s representative or designeecancel the Order, or (D) mailing to receive a refund of an invoice any amounts paid to Buyer. Xxxxx agrees Seller pursuant to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to the Order for any interest of Seller reserved to secure Buyer’s payment or performance items returned to Seller, even if freight is included to require Seller to promptly correct all defects in delivery or prepaidperformance and/or otherwise provide conforming goods or services from Seller, and to purchase substitute goods or services elsewhere and charge Seller with any loss or additional costs incurred in connection with such purchases. If in order to comply with Xxxxx’s required delivery date it becomes necessary for Seller holds Goods at Buyer’s instruction to ship the items by a more expensive mode of transportation than specified in the Order, any increased transportation cost resulting therefrom shall be paid for by Seller unless the necessity for such rerouting or because Xxxxx expedited handling has failed to supply shipping instructions or because Seller, been requested in its sole discretion, determines that any part of Goods should writing by Xxxxx. Overshipments may be held for Buyer’s account, Seller may invoice returned by Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructionsexpense, Seller may, at its option, ship the Goods to or retained by Buyer at the address specified no increase in price. Unless specifically indicated in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make Order, payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt may be made after acceptance of the initial shipment. Buyer may not make any deduction from any payment due because of loss goods or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedservices.

Delivery. Delivery Seller acknowledges that all terms (per Incoterms® 2020) as to quantity, quality, specifications, and time of delivery are stated on each material elements of this Order and must be strictly complied with. Time is of the essence with respect to delivery of goods covered by this Order. All Orders Delivery must include Buyer’s be in strict compliance with the schedule contained in this Order and shall be made by Seller at such times and places and of such items and quantities as may be specified by KUKA ASSEMBLY AND TEST. KUKA ASSEMBLY AND TEST shall have no liability to Seller for goods delivered to KUKA ASSEMBLY AND TEST either later than the time, or forwarder’s address and in excess of the quantities, specified which goods may be returned by KUKA ASSEMBLY AND TEST to Seller at Seller's cost. Goods fabricated in excess or in advance of KUKA ASSEMBLY AND TEST's release are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified at Seller's sole risk. If Seller encounters or anticipates difficulty in meeting the delivery schedule, Seller must immediately notify KUKA ASSEMBLY AND TEST in writing, giving pertinent details; provided, however, that the receipt of such data shall be for information purposes only and shall not be construed as a waiver by KUKA ASSEMBLY AND TEST of any scheduled delivery date or of any other rights or remedies provided by law or this Order. All shipping dates If Seller fails to make timely delivery of all or any portion of the goods covered by any Purchase Order, or if any of the goods delivered to KUKA ASSEMBLY AND TEST are approximate; production defective or not in conformity with any Purchase Order, then KUKA ASSEMBLY AND TEST may retain all or any portion of the goods delivered and return, at Seller's sole cost and expense, those goods not retained- all without waiver of any claim KUKA ASSEMBLY AND TEST may have against Seller for Seller's breach including, without limitation, the right to damages and the right to cancel any Purchase Order. A breach of either these Terms and Conditions or any Purchase Order by Seller will not begin until receipt also constitute a breach by Seller of complete manufacturingany other Purchase Order between Seller and KUKA ASSEMBLY AND TEST entitling KUKA ASSEMBLY AND TEST, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and addition to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller other remedies it may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller mayhave, at its optionlaw or in equity, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of cancel such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedother Purchase Orders.

Delivery. Delivery terms are EXW (Ex-Works) (per Incoterms® 2020) are stated on each Orderunless otherwise specified by Seller in writing. All Orders must include Buyer’s or forwarder’s forwarder address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx Buyer agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx Buyer has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx Buyer agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx Buyer makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process XxxxxBuyer’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms (per Incoterms® 2020a) are stated on each OrderBarge deliveries. All Orders must include Buyer’s or forwarder’s address and are assumed For barge deliveries, the Fuel shall be delivered to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur Buyer FOB barge at the earliest Delivery Point. Subject to the provisions of (A) acceptance Section 5.2 title to and risk of shipment by designated shipper, (B) allocation loss of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods the Fuel will pass to Buyer on tender when each barge, after being fully loaded and trimmed at the Delivery Point in accordance with this Master Agreement, has been delivered to the custody and control of, and has been accepted by, Buyer or its Transporter at the Delivery Point. Buyer or its Transporter shall furnish suitable barges for delivery of deliverythe Fuel and Seller shall provide or designate loading points that have adequate and accessible mooring and barge loading facilities sufficient to load the Fuel properly and within the appropriate loading time. Such barges shall be substantially compatible with the Source’s Fuel loading facilities to be utilized by Seller and shall be properly prepared to receive Fuel. Fuel haulage or transportation equipment provided by either Seller or Buyer, subject as the case may be, shall be clean, dry and suitable for the transportation of Fuel, and shall be provided in a timely fashion in order to comply with the delivery schedule. Seller agrees to inspect and to take all other reasonable and necessary steps so as not to permit Fuel to be loaded in barges that contain foreign material. Seller shall arrange for, remain responsible for, and shall pay all costs in connection with, transporting the Fuel to the Delivery Point and handling and loading the Fuel into barges to the proper draft and proper distribution as directed by Buyer or Buyer’s Transporter in such barges and shall fully defend, indemnify and hold Buyer harmless against any Claim made against Buyer for any cost, expenses or damage (either liquidated or unliquidated) that may be asserted against Buyer arising out of or resulting from Seller’s right delivery of Fuel under this Master Agreement up to stop Goods in transit the Delivery Point, provided that Seller shall not be obligated to load any barge which it deems not to be clean and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaidseaworthy. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should Should barges not be held for Buyer’s accountequipped with double sloped sheets inside the cargo box, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within shall load coal starting no less than approximately five (5) calendar days of delivery feet from the box end(s)/bulkhead(s) of the GoodsBarge. All claims Buyer shall arrange for, remain responsible for, and shall pay all costs in connection with, transporting the Fuel by barge from the Delivery Point to its destination incurred after the transfer of title to and risk of loss of the Fuel to Buyer. Seller shall be liable for and shall pay Buyer for any transportation costs or demurrage charges incurred by Buyer that may be occasioned by the breakdown or failure of the barge loading facilities, or by the failure of Seller to furnish and load Fuel at the Delivery Point. Buyer shall be liable for and shall pay Seller for any transportation costs or demurrage charges incurred by Seller caused by the failure to furnish suitable barges for the loading of Fuel at the Delivery Point; provided that such charges are not the result of an action or inaction of Seller. If the Delivery Point is such that the Fuel will be waived unless accompanied have been transported by a delivery receipt, signed by freight vendor’s agent at time of barge prior to delivery, on which receipt then title to and risk of loss of the loss Fuel will pass to Buyer upon the transfer of the custody and control of the barge(s) to, and the acceptance of the barge(s) by, Buyer or damage has been noted.Buyer’s Transporter. Execution Set

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address Generally, and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified expressly established in writing, the sale will be made “Ex Works”, i.e., GOIZPER will provide the goods to the Customer – or to the haulage contractor hired by the latter to transport goods to their facilities - in the facilities of GOIZPER. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturingFrom that moment, shippingall expenses (transport, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipperinsurance, (B) allocation of Goods to Buyer at location other than Seller’s locationcustoms, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goodsetc.), as well as for storagethe risks of damage or loss of goods, shall be met by the Customer. Storage fees For such purposes, the provision of the goods shall be understood as depositing them in the facilities of GOIZPER and the corresponding notice to the customer or, in their absence, the haulage contractor assigned, whether this notice is made by GOIZPER by telephone or in writing. In case of telephone notice, the existence of a notice will be at Seller’s standard ratespresumed if thirty (30) days have elapsed since the estimated delivery date communicated by GOIZPER without the Customer – or their haulage contractor – having picked up the goods from the facilities of GOIZPER. Goods invoiced GOIZPER will never offer closed, final and/or binding delivery dates. In this regard, all delivery dates indicated by GOIZPER will only be approximate and held at communicated by GOIZPER in good faith and solely for the purpose of facilitating a smooth business relationship. As a result, GOIZPER will not assume any location direct or consequential liability for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated any type of losses or damages arising from the delivery of goods before or after the estimated delivery date communicated in a non-binding manner. In the event of any delay by the Customer in receiving the goods provided in the aforementioned terms, GOIZPER reserves the right to carry) insuranceclaim from the Customer the payment of an amount equivalent to the storage costs incurred by the demurrage of the materials from the seventh working day after the provision of the goods until the actual receipt thereof. If Buyer fails to provide shipping instructionsthe delay continues for a period of more than ninety (90) days, Seller may, GOIZPER may make use of them at its optionfree will, ship without prejudice to the Goods right of GOIZPER to Buyer at request the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedstorage costs indicated herein.

Delivery. Delivery terms Unless otherwise agreed in writing, all deliveries of Products shall be made Ex Works of Seller’s factory (per Incoterms® 2020) are stated on each OrderIncoterms 2018). All Orders must include Buyer’s risks of loss or forwarder’s address damage to the Products shall pass from the Seller to the Buyer when the Products are delivered to the Buyer in accordance with the agreed trade term as defined. The Seller may make deliveries in installments which will be invoiced individually. The Buyer will make payment in accordance with clause 4 of these Standard Terms and Conditions. Times specified for delivery of the Products are assumed to authorize immediate release upon ready-to-ship status given and intended as estimates only unless otherwise specified agreed in writing. All shipping dates are approximate; production will not begin Where a firm time for delivery has been expressly agreed upon, no delivery shall be considered overdue until receipt by the Buyer has made a written request for delivery and given the Seller of complete manufacturing, shipping, and credit informationa reasonable opportunity to comply therewith. Tender of delivery is deemed to occur at The Buyer shall have the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for cancel the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give Contract by serving written notice to Buyer that the Seller if the Seller is ready unable, due to circumstances for which it is fully responsible, to comply with the extended or postponed delivery time and willing the Buyer has stated in writing when agreeing to deliverthe new delivery time that it will refuse to take delivery if the new delivery date is not met. In no event shall the Seller be liable for indirect, special, consequential, or punitive damages arising out of or in connection with the late delivery of the Products. The Buyer shall inspect or have inspected the Products delivered and such notice will constitute a valid tender shall notify the Seller in writing of delivery. Buyer must report any shortages in shipments discrepancy regarding the quantity, specification, or quality of the Products to the order within three fourteen (314) calendar days of receipt of the initial shipmentProducts. Once this time period has elapsed, the Buyer may not make any deduction from any payment due because of loss or damage shall be deemed to Goods in transithave accepted the Products. If Xxxxx makes a Buyer timely notifies Seller of any nonconforming Products, the Seller shall replace incorrect Products and deliver additional Products to meet the ordered quantity. The foregoing shall be Buyer’s exclusive remedy with respect to nonconforming Products. The Buyer shall not return any Products without the prior written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery permission of the GoodsSeller. All claims will be waived unless accompanied by Submitting a delivery receipt, signed by freight vendor’s agent claim shall at no time of delivery, on which receipt release the loss or damage has been notedBuyer from its obligations under the Contract.

Delivery. Time is of the essence for delivery, performance and all other obligations arising herein. If Supplier does not meet the scheduled Delivery terms (per Incoterms® 2020) are stated on each OrderDates, and Supplier fails to demonstrate to Buyer that it has taken best efforts to comply with meeting the Delivery Dates, then Buyer may, at its option cancel this PO, or any part of this PO without incurring any liability. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-If Buyer requests expedited shipment of any late deliveries, Supplier will be responsible for shipping costs. Supplier will not ship status ahead of the scheduled Delivery Date unless otherwise specified authorized by Buyer in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller mayreject, at its option, ship all unauthorized early shipments to Supplier at Supplier’s expense. Payments for early shipments unauthorized by Buyer will be postponed until the Goods applicable due date after the scheduled Delivery Date. Supplier, when it has reason to believe that deliveries will not be made as scheduled, will provide immediate written notice to Buyer at setting forth the address specified cause of such anticipated delay. Supplier shall be, in addition to any other remedy available to Buyer, liable for Buyer’s documented additional expenses and costs due to its failure to deliver in the applicable Order event that it fails to provide such notice. Notwithstanding the above, neither Buyer or Supplier will be liable for delays or defaults due to fires, floods, earthquakes, riots, storms or acts of civil or military authority and invoice without their fault or negligence and which were not reasonably foreseeable. In the event that any such condition exists as to Supplier, Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, may at its option, give written notice cancel this PO in whole or in part. All internationally shipped Deliverables will be shipped under "DDP Suppliers facility (Incoterms 2010)". Deliverables shipped under domestic transport will be shipped “FCA Supplier’s facility” (Incoterms 2010), and Supplier must utilize the carriers or freight forwarder provided in Buyer’s shipping guidelines for the transit from Supplier’s facility to the Buyer’s receiving dock. If Supplier uses any other transportation agent, Supplier will reimburse Buyer for any additional costs incurred for transportation. If no transportation agent is specified, Supplier will use a transportation agent acceptable to Buyer. Title shall be transferred to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt following acceptance of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written requestDeliverables by Buyer, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against but no sooner than the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of physical delivery of the GoodsDeliverables to the final destination designated on Buyer's PO. All claims Before and at the time Deliverables are shipped, Supplier will be waived unless accompanied by a delivery receiptgive Buyer sufficient warning in writing (including appropriate labels on all Deliverables, signed by freight vendor’s agent at time containers, and packing, including without limitation disposal and recycling instructions, material safety data sheets and certificates of deliveryanalysis) of any hazardous or restricted material that is an ingredient or part of the Deliverables, on which receipt together with any special handling instructions that are needed to advise carriers, Buyer, and their employees how to take appropriate measures while handling, transporting, processing, using or disposing of the loss or damage has been notedDeliverables, containers, and packing. Supplier agrees to comply with all Laws pertaining to Deliverable content and warning labels, including without limitation the U.S. Toxic Substances Control Act and European Union Directive 2000/53/EC.

Delivery. Time is of the essence for delivery, performance and all other obligations arising herein. If Supplier does not meet the scheduled Delivery terms (per Incoterms® 2020) are stated on each OrderDates, and Supplier fails to demonstrate to Buyer that it has taken best efforts to comply with meeting the Delivery Dates, then Buyer may, at its option cancel this PO, or any part of this PO without incurring any liability. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-If Xxxxx requests expedited shipment of any late deliveries, Supplier will be responsible for shipping costs. Supplier will not ship status ahead of the scheduled Delivery Date unless otherwise specified authorized by Xxxxx in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller mayreject, at its option, ship all unauthorized early shipments to Supplier at Supplier’s expense. Payments for early shipments unauthorized by Buyer will be postponed until the Goods applicable due date after the scheduled Delivery Date. Supplier, when it has reason to believe that deliveries will not be made as scheduled, will provide immediate written notice to Buyer at setting forth the address specified cause of such anticipated delay. Supplier shall be, in addition to any other remedy available to Buyer, liable for Buyer’s documented additional expenses and costs due to its failure to deliver in the applicable Order event that it fails to provide such notice. Notwithstanding the above, neither Buyer or Supplier will be liable for delays or defaults due to fires, floods, earthquakes, riots, storms or acts of civil or military authority and invoice without their fault or negligence and which were not reasonably foreseeable. In the event that any such condition exists as to Supplier, Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, may at its option, give written notice cancel this PO in whole or in part. All internationally shipped Deliverables will be shipped under "DDP Suppliers facility (Incoterms 2010)". Deliverables shipped under domestic transport will be shipped “FCA Supplier’s facility” (Incoterms 2010), and Supplier must utilize the carriers or freight forwarder provided in Buyer’s shipping guidelines for the transit from Supplier’s facility to the Buyer’s receiving dock. If Supplier uses any other transportation agent, Supplier will reimburse Buyer for any additional costs incurred for transportation. If no transportation agent is specified, Supplier will use a transportation agent acceptable to Buyer. Title shall be transferred to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt following acceptance of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written requestDeliverables by Xxxxx, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against but no sooner than the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of physical delivery of the GoodsDeliverables to the final destination designated on Buyer's PO. All claims Before and at the time Deliverables are shipped, Supplier will be waived unless accompanied by a delivery receiptgive Buyer sufficient warning in writing (including appropriate labels on all Deliverables, signed by freight vendor’s agent at time containers, and packing, including without limitation disposal and recycling instructions, material safety data sheets and certificates of deliveryanalysis) of any hazardous or restricted material that is an ingredient or part of the Deliverables, on which receipt together with any special handling instructions that are needed to advise carriers, Buyer, and their employees how to take appropriate measures while handling, transporting, processing, using or disposing of the loss or damage has been notedDeliverables, containers, and packing. Supplier agrees to comply with all Laws pertaining to Deliverable content and warning labels, including without limitation the U.S. Toxic Substances Control Act and European Union Directive 2000/53/EC.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address TIME AND QUANTITIES ARE OF THE ESSENCE UNDER THE ORDER Seller agrees to 100% on-time delivery of the quantities and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment times specified by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified stated in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipmentrelated releases. Buyer may change the rate of scheduled shipments or direct temporary suspension of scheduling shipment, neither of which entitle Seller to modify the price of the goods or services. Buyer shall not make be obligated to accept early deliveries, late deliveries, partial deliveries or excess deliveries. If it accepts an early delivery, it reserves the right to back-charge Seller for any deduction from any payment due because incidental storage charges caused by the early delivery. All shipments shall be made with Buyer designated or approved carriers. Risk of loss or damage to Goods goods in transit shall be upon Seller and Seller shall insure the goods in transit. The Supplier shall immediately inform Buyer if there is a risk of noncompliance with the most recent Delivery Plan issued by Buyer time to time. If Xxxxx makes delivery is not timely, Buyer may direct Seller to make expedited routing at Seller’s expense. Seller will enclose packing slips with all shipments showing Order numbers, descriptions, parts numbers and quantities. Buyer shall not be required to make payment for delivered goods in excess of specified quantities. Shipments in excess of that authorized by Buyer may be returned to Seller at Seller’s expense. The goods shall be properly packed, marked (including correlatively numbered if part of a written requestsingle delivery), Sellerloaded and shipped as required by this contract and by the transporting carrier. If delivery dates are not specified in this order, Seller shall procure materials and fabricate, assemble, and ship goods only as authorized in its sole discretion, shipment releases (“Releases”) issued by Buyer. Invoices in DUPLICATE showing Order and release number shall be rendered promptly after shipment has been made. Invoices received by Buyer five days or more after shipment may agree be re-dated as a service of date received and payment made according to Buyer terms of purchase. Seller will support EDI protocol and adhere to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days AIAG Bar Code Standards. Certificate of delivery of the Goods. All claims origin will be waived unless accompanied reflected in the delivery documents. Seller shall adhere to Buyer’s shipment and other requirements as set forth in the aforementioned Buyer’s Supplier Procedural Manual, as they may change from time to time, previously incorporated by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedreference.

Delivery. Delivery terms (per Incoterms® 2020The Seller shall, in accordance with this Section 6, deliver the Items to Purchaser on the date(s) are stated on each indicated in the Purchase Order. All Orders must include Buyer’s or forwarder’s address If Seller anticipates that it will not deliver the Items on the date(s) indicated, Seller shall immediately notify Purchaser by the fastest available means, of the anticipated failure and are assumed the anticipated actual delivery date. If Seller fails to authorize immediate release upon ready-to-ship status unless make delivery of any part of the Items on the date(s) indicated in the Purchase Order and per the terms of the Contract, the Purchaser may terminate the Purchase Order and/or the Contract and pursue other remedies. Without prejudice to the other rights of Purchaser, in case of delay in delivery from the due date the Seller shall be liable to pay liquidated damages amounting to 1.0% of the value of Items delivered late per week up to a maximum of 10% of the entire value of the Purchase Order. In case of delay in delivery by more than four (4) weeks Purchaser reserves the right to purchase the Items from any other sources other than Seller and shall recover any additional costs incurred by Purchaser in this regard from Seller. Unless otherwise specified in writingthe Purchase Order, all shipments shall be delivered F.O.B. to the destination designated by Purchaser in the Purchase Order, and title and risk of loss shall remain with Seller until the Items in a completed state are received by Purchaser, its agent or consignee regardless of whether or not Purchaser has made full payment for the Items. All In case of local buy, Seller will intimate Purchaser by shipping dates are approximate; production will not begin until receipt notices at F.O.B. destination in advance. Other relevant shipping document copies should be submitted by Seller to Purchaser’s designated address mentioned in the Purchase Order. In case of complete manufacturingimports, shippingSeller will mail bills of lading and shipping notices directly to the F.O.B. destination on the day of shipment. Bills of lading shall indicate the relevant Purchase Order number. Purchaser may require adherence to its routing instructions, and credit information. Tender of delivery is deemed any savings resulting from adherence to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping such instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should shall be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment benefit of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedPurchaser.

Delivery. Delivery terms All Goods, with the exception of NanoZoomer, are sold FCA Middlesex, NJ, in accordance with Incoterms 2020. In the event the Goods are NanoZoomer, the Goods are sold FOB Destination, in accordance with the Uniform Commercial Code (per Incoterms® UCC) and may be subject to additional shipping charges. In the event of a drop shipment directly from Japan, all Goods are sold CIP and DDP, in accordance with Incoterms 2020) are stated on each Order, upon mutual agreement of Buyer and Seller. All Orders must include Transportation to destination is the responsibility of Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit informationBuyer alone shall bear the cost of freight, packaging and handling, payable by Buyer as billed. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment Unless specific instructions are given by designated shipperBuyer, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Sellerselect, in its sole discretionjudgment, determines that any part the method and route of shipment. The delivery of the Goods should be held for Buyer’s accountto a carrier and the issuance by it to Seller of a bill of lading or receipt, Seller may invoice Buyer for or the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship mailing of the Goods to Buyer at or to another party designated by Xxxxx, shall be deemed to be complete delivery to Buyer of the address specified in Goods covered thereby, and the applicable Order and invoice Buyer for date of the Goods. Xxxxx agrees bill- of-lading or receipt issued by the carrier, or the date of mailing by Seller to make payment Buyer, shall be conclusive proof of the date of such invoice delivery to Buyer. Seller's responsibility shall terminate when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares Goods are delivered to the carrier or indicates an intention to not accept delivery, Seller may, at its option, give written notice when the Goods are delivered or mailed to Buyer that Seller is ready and willing to deliveror other party designated by Buyer, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because all risk of loss or damage in transit shall thereupon pass immediately to Goods in transitthe Buyer. If Xxxxx makes a written requestIn cases of concealed damage, Seller, in its sole discretion, may agree as a service such damage must be reported to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim delivery carrier within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt and a concealed damage report must be obtained from the loss or damage has been notedcarrier.

Delivery. Time is of the essence. Delivery terms (per Incoterms® 2020) are stated of Goods shall be made pursuant to the schedule, via the carrier and to the place specified on each Orderthe face of this purchase order. All Orders must include Buyer’s or forwarder’s address Savvis reserves the right to return, shipping charges collect, all Goods received in advance of the delivery schedule. If no delivery schedule is specified, the order shall be filled promptly and are assumed to authorize immediate release upon ready-to-ship status unless otherwise delivery will be made by the most expeditious form of transportation via the specified carrier. If no carrier is specified in writing. All shipping this purchase order, Vendor shall use a nationally recognized carrier who can deliver the Goods by the dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of set forth in the delivery is deemed to occur schedule at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods lowest cost to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to BuyerSavvis. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for In the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer event Vendor fails to provide shipping instructionsdeliver the Goods within the time specified, Seller Savvis may, at its option, ship decline to accept the Goods and terminate the Agreement or may demand its allocable fair share of Vendor's available Goods and terminate the balance of the Agreement. Vendor shall package all items in suitable containers to Buyer at permit safe transportation and handling. Each delivered container must be labeled and marked to identify contents without opening and all boxes and packages must contain packing sheets listing contents. Savvis’ purchase order number must appear on all shipping containers, packing sheets, delivery tickets and bills of lading. Partial shipment is not allowed under this Agreement without Savvis’ prior written approval. Savvis may refuse a partial shipment, without any additional obligation, cost, or liability. Notwithstanding anything to the address specified in contrary herein, if Xxxxxx accepts a partial shipment, Xxxxxx has no obligation to pay for such partial shipment until any shortfall has been delivered to and accepted by Savvis. Savvis shall have a reasonable time after receipt of Goods or Service to inspect them for conformity hereto before payment. Goods shall not be deemed accepted until Savvis has run an adequate test to determine whether the applicable Order and invoice Buyer Goods conform to the specifications. Use of a portion of the Goods for the Goods. Xxxxx agrees to make payment purpose of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates testing shall not constitute an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery acceptance of the Goods. All claims If Goods tendered do not wholly conform with the provisions hereof, Savvis shall have the right to reject such Goods. Nonconforming Goods will be waived unless accompanied returned to Vendor freight collect and risk of loss will pass to Vendor upon Savvis’ delivery to the common carrier. If Service deliverables do not wholly conform with the provisions hereof, Savvis shall have the right to reject the Service deliverables and either (i) require Vendor to correct any and all nonconformities in the Service deliverable; or (ii) cancel the applicable Savvis purchase order or part thereof without further liability to Vendor and Vendor shall promptly refund any amounts paid by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt Savvis with respect to the loss or damage has been notednonconforming Service deliverables.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless Unless otherwise specified herein, delivery of the goods, and services. If any, specified herein (“Goods”) shall be F.O.B. point of shipment. Any delivery date specified herein is approximate only. Seller assumes no liability for failure or delay in writing. All shipping dates are approximate; production will not begin performance until receipt 5 days after written notice of intention to cancel shall have actually been received by Seller, and Buyer shall be obligated to accept any conforming Goods shipped by Seller of complete manufacturing, shipping, and credit informationduring such period. Tender of delivery is deemed to occur at the earliest of (A) acceptance Acceptance of shipment by a common carrier, designated shippershipper or licensed public truckman, (B) or allocation of Goods to Buyer at location premises other than Seller’s location, (C) delivery to Buyer’s representative or designeedesignee (if Seller’s trucks and drivers effect such delivery), or (D) mailing of an invoice by Seller to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt , whichever of packing list provided by Seller. Title to Goods will pass to Buyer on the foregoing first occurs, shall constitute tender of delivery. Upon tender of delivery, title shall pass to Buyer, subject to Seller’s right to stop Goods of stoppage in transit and to any interest of Seller reserved to secure Buyer’s payment or performance performance. In the instance of Goods held subject to SellerXxxxx’s instructions, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because for which Xxxxx has failed to supply shipping instructions instructions, or because in any case where Seller, in its sole discretion, determines that any part of the Goods should be held for Buyer’s account, Seller may invoice the Goods and Buyer for agrees to make payment at the Goods, as well as for storage. Storage fees will be at Seller’s standard ratesmaturity of the invoice so rendered. Goods invoiced and held at any location location, for whatever reason will reason, shall be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insuranceinsurance and storage at prevailing rates. If Partial deliveries shall be accepted by Buyer fails to provide shipping instructions, Seller may, and paid for at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement contract prices and terms. If When Buyer declares has declared or indicates manifested an intention not to not accept deliverydelivery in accordance with any order, no tender shall be necessary but Seller may, at its option, give written notice in writing to Buyer that Seller is ready and willing to deliver, deliver and such notice will shall constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms Unless otherwise agreed in writing by the Seller, delivery of the goods shall take place FCA (per Incoterms® Incoterms 2020) are stated on each Orderat the Seller's place of business. All Orders must include Buyer’s The Buyer shall bear the full cost and risk of carriage, insurance and any other charges relating to shipment/transportation.the Buyer is responsible for testing and inspection of the goods at the Seller's premises before shipment/transportation, whether delivery operates under FCA Incoterms or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shippingotherwise, and credit informationthe Seller will have no liability for any claim in respect of any defect in the goods which would have been apparent on inspection, but which is only discovered after shipment/transportation, or in respect of any damage during transit. Tender of delivery is deemed Where the Seller agrees to occur deliver the goods otherwise than at the earliest Seller's premises, the Seller shall be under no obligation under section 32(2) of (A) acceptance the Sale of shipment by designated shippergoods Act 1979. The Buyer shall provide at the delivery point and at its expense adequate and appropriate equipment and manual labour for loading/unloading the goods. Testing and inspection may be undertaken and certified, (B) allocation of Goods to Buyer at location other than Seller’s locationpremises, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to by the Seller if so agreed in writing by the Buyer. Xxxxx Where the Seller ships the goods direct from an affiliated company outside of the United Kingdom to the Buyer premises within the United Kingdom, unless the Seller agrees to provide Seller with defined shipping instructions within seven otherwise, delivery of the goods shall take place DAP (7) business days following receipt of packing list provided by SellerUK port). Title to Goods will and Risk in the goods shall pass to the Buyer on tender upon delivery. Any delivery date quoted is not guaranteed nor is the time quoted for delivery a condition of deliverythe Contract. The Seller will use its reasonable endeavours to meet any delivery dates but, subject to having used its reasonable endeavours, it will not be liable for any failure to meet a delivery date nor for any direct, indirect or consequential loss of any kind arising from a delay in delivery howsoever caused. Goods and/or services may be delivered by the Seller in advance of any specified delivery date upon the Seller giving reasonable notice to the Buyer. The Buyer has 14 days from invoice date to inform the Seller of any discrepancy in the quantity of goods delivered. The quantity of any consignment of goods as recorded by the Seller on dispatch from the Seller’s 's place of business shall be conclusive evidence of the quantity received by the Buyer unless the Buyer can provide conclusive evidence to the contrary. The Seller reserves the right to stop despatch and invoice and be paid for more or less than the quantity specified within a margin of 10%. Unless the Contract provides to the contrary, the Seller may deliver by installments. Where delivery is to be made by installments, each installment shall be treated as a separate contract and delay, default or non-delivery in respect of any installment on the part of the Seller, shall not entitle the Buyer to cancel the remainder of the contract. Without prejudice to the other rights and remedies of the Seller under the Contract or otherwise, failure by the Buyer to pay for any installment or delivery when payment is due or where the Seller has reasonable grounds to determine that the Buyer shall be unable to pay for the Goods the Seller shall be entitled to withhold further deliveries and suspend the Buyers credit facilities. Without prejudice to the other rights and remedies of the Seller under the Contract or otherwise, if the Buyer fails to accept delivery of any goods when tendered or in transit and event of any shipment of delivery of goods being delayed at the Buyers request or in any event of the Buyer failing to make payment for goods when it is due, the Buyer shall be liable to the Seller for all additional or excess handling, storage, or other charge whatsoever incurred by the Seller in relation to any interest such goods delivery of which the Seller reserved is then entitled to secure Buyer’s payment or performance withhold. Without prejudice to Sellerits other rights and remedies, even if freight is included or prepaid. If the Seller holds Goods shall have right, at Buyer’s instruction or because Xxxxx its discretion, to continue deliveries in circumstances where the Buyer has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of take delivery of the Goodsgoods in accordance with the Contract. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time Where any circumstances whatsoever beyond the control of the Seller may hinder or delay delivery, on which receipt the loss or damage has been notedSeller shall not be liable in any way for its inability to make delivery.

Delivery. Time is of the essence. Deliveries are to be made in such quantities and at such times as are specified herein. If no delivery schedule is specified, the order shall be filled promptly and delivery will be made by the most expeditious form of transportation. Delivery terms (per Incoterms® 2020) are stated shall be Delivery Duty Paid, as referred to in the Incoterms 2000, to the location indicated on each Orderthe purchase order upon request Seller shall provide GREENQLOUD notice of the departure of any shipment of Goods from Seller’s site. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production Seller shall provide GREENQLOUD notice as soon as it is aware that any delivery will not begin until receipt by be on time. At GREENQLOUD’s request, Seller will provide GREENQLOUD with daily notification of complete manufacturing, shipping, and credit information. Tender shipping delays or of delivery is deemed to occur at the earliest progress of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop delayed Goods in transit and to any interest transit. Such notification will include action plans for recovery or expediting of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaidthe affected Goods. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructionsdeliver the Goods or perform the Services as scheduled, Seller GREENQLOUD, without limiting its other rights and remedies available under this agreement or in law, may, at its option, ship either: (a) direct expedited routing, and any excess costs incurred thereby shall be debited to Seller's account; or (b) in accordance with Section 12 hereof, terminate all or any part of the Goods to Buyer at the address specified GREENQLOUD purchase order in the applicable Order and invoice Buyer for the Goodsevent Seller fails to deliver Goods as scheduled. Xxxxx agrees With regard to make payment any Goods delivered in advance of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller schedule GREENQLOUD may, at its option, give written notice either: (a) return the Goods at Seller's expense for proper delivery, or (b) accept the Goods with payment only in accordance with Section 8 below and with the right to Buyer that charge Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery storage of the Goods. All claims 7. Seller assumes all risk of loss until receipt by GREENQLOUD (Delivery Duty Paid) in accordance with Section 6. Ownership or title of property to the Goods shall pass free from any factual or legal encumbrances to GREENQLOUD only upon actual receipt by it of the Goods at the designated destination. If the Goods ordered are destroyed prior to title passing to GREENQLOUD due to an event other than the fault or negligence of the Seller (such as but not limited to a force majeure event), GREENQLOUD may at its option cancel the Agreement or relevant purchase order, as applicable, or require delivery of substitute Goods of equal quantity and quality. Such delivery will be waived unless accompanied by a made as soon as commercially practicable. If loss of Goods is partial, GREENQLOUD shall have the right to require delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedGoods not destroyed. 8.

Delivery. Delivery terms (per Incoterms® 2020) are stated of goods under the Order must be made in the quantities and on each the dates specified by Buyer, and any failure of Seller to provide the same shall be a material breach of this Contract. Partial shipments shall be allowed only if expressly indicated in the Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless Unless otherwise specified in writingthe Order, delivery is Delivered Duty Paid (as defined in Incoterms 2010), Buyer’s location or such other destination as may be specified in the Order. All shipping dates Seller acknowledges that Buyer’s production and marketing schedules are approximate; production will based in part upon the delivery/completion date(s) specified in the Order. Time and place of delivery are, therefore, of the essence with respect to Xxxxxx’s performance under the Order. Any provision in the Order or subsequent agreement by Buyer for installment deliveries of the items specified in the Order shall not begin until receipt by be construed as a waiver of this requirement or as severing Seller’s obligations for full, on-time delivery of all items specified in the Order. If Seller of reasonably determines in good faith that it either cannot or may not complete manufacturingdelivery or performance at the specified time and place or in the specified manner, shippingSeller shall promptly notify Buyer in writing and indicate the earliest possible date that it reasonably can complete conforming delivery and performance using Seller’s best efforts. Notwithstanding such notice, and credit information. Tender notwithstanding that Seller’s failure to effect conforming delivery or performance may be or is the result of Force Majeure, as defined in Section 10, Seller’s failure to effect conforming delivery is deemed of goods or performance of services shall entitle Buyer, at Buyer’s sole option and without any liability to occur at Buyer hereunder, to do or cause to be done, in addition to any other remedies available to Buyer under this Contract or under applicable law, one or more of the earliest of (A) following: revoke any prior acceptance of shipment a partial delivery or performance by designated shipperSeller, (B) allocation of Goods to Buyer return at location other than Seller’s locationrisk and expense all or any part of items delivered in partial satisfaction of the Order, (C) delivery to Buyer’s representative or designeecancel the Order, or (D) mailing to receive a refund of an invoice any amounts paid to Buyer. Xxxxx agrees Seller pursuant to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to the Order for any interest of Seller reserved to secure Buyer’s payment or performance items returned to Seller, even if freight is included to require Seller to promptly correct all defects in delivery or prepaidperformance and/or otherwise provide conforming goods or services from Seller, and to purchase substitute goods or services elsewhere and charge Seller with any loss or additional costs incurred in connection with such purchases. If in order to comply with Xxxxx’s required delivery date it becomes necessary for Seller holds Goods at Buyer’s instruction to ship the items by a more expensive mode of transportation than specified in the Order, any increased transportation cost resulting therefrom shall be paid for by Seller unless the necessity for such rerouting or because Xxxxx expedited handling has failed to supply shipping instructions or because Seller, been requested in its sole discretion, determines that any part of Goods should writing by Xxxxx. Overshipments may be held for Buyer’s account, Seller may invoice returned by Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructionsexpense, Seller may, at its option, ship the Goods to or retained by Buyer at the address specified no increase in price. Unless specifically indicated in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make Order, payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt may be made after acceptance of the initial shipment. Buyer may not make any deduction from any payment due because of loss goods or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedservices.

Delivery. Delivery terms (per Incoterms® 2020Time is of the essence for all Goods or documentation to be delivered hereunder. As used herein, the term "Delivery" means the supply of all Goods complete with all required documentation including test certificates if applicable. Supplier’s failure to meet the delivery date(s) are stated on each Order. All Orders must include in any Purchase Order without Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturingwritten consent shall, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction option, constitute a material breach of contract and default by Supplier. If the Buyer believes that the Supplier will be unable to meet the delivery date(s) or because Xxxxx has failed the Supplier breaches any other term of these Purchase Order Terms, the Buyer may, without prejudice to supply shipping instructions any other rights Buyer may have herein or because Sellerat equity or in law, terminate, in its sole discretionwhole or in part, determines that any part the applicable Purchase Order. Upon such termination, Buyer may procure Goods similar to those terminated, in which case Buyer shall continue performance of Goods should each respective Purchase Order to the extent not terminated and Supplier will be held for Buyer’s account, Seller may invoice liable to Buyer for the Goods, as well as any excess costs for storage. Storage fees will be at Sellersuch replacement Goods and/or losses suffered by Buyer due to Supplier’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreementdefault. Buyer will accept and pay for partial deliveries at has the Agreement prices and terms. If Buyer declares or indicates an intention right to not accept deliveryimpose liquidated damages of one times (1x) the Purchase Order value on late documentation submittals, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender on late delivery of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of software and/or on late delivery of the Goods. All claims In the event Supplier’s delay causes Buyer to incur liquidated damages from any customer of Buyer, Supplier shall be liable to Buyer for all such liquidated damages. The application of liquidated damages shall be in addition to any other rights and remedies of Buyer set forth herein or at law. Liquidated damages for which Supplier may become liable are agreed as a pre-estimate of the losses which may be sustained by Buyer in the event that Supplier fails in its relevant obligations under these Purchase Order Terms or the Purchase Order and not as a penalty. Liquidated damages shall represent Supplier's sole liability and Buyer sole and exclusive remedy for late delivery. In case of material delay, Xxxxx has the option to accept or refuse the order, and Supplier shall be liable for any and all damages suffered by Buyer resulting from such delay. Delivery dates can be postponed by mutual agreement for Force Majeure though Buyer will be waived unless accompanied by a delivery receiptretain the right to terminate the Purchase Order in accordance with Section 10 "Termination." Causes of “Force Majeure” are considered acts of God, signed by freight vendoracts of civil or military authority, fires, strikes (except for those between Supplier and Supplier’s agent at time facility employees), floods, epidemics, quarantine restrictions, war, riots, acts of deliveryterrorism, on which receipt unforeseen delays in transportation, or transportation embargoes or other unforeseeable causes beyond the loss control of the Supplier and not due to Supplier's fault or damage has been notednegligence. Supplier must notify Buyer immediately in writing of the beginning of such conditions.

Delivery. Delivery terms Any statements relating to the date of delivery or availability for pickup of the Products (per Incoterms® 2020as defined below) are stated on each Order. All Orders must include Buyerrepresent SELLER’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will best estimate, but is not begin until receipt by Seller of complete manufacturing, shippingguaranteed, and credit informationSELLER shall not be liable for any losses, costs, expenses or damages of any nature due to late delivery. Tender The Products shall be made available for pickup or delivered to the delivery point or points in accordance with the delivery terms stated in SELLER’s proposal or as otherwise agreed. If such delivery is prevented or postponed by reason of Force Majeure (as defined below), SELLER shall be entitled at its option to tender delivery to PURCHASER at the point or points of manufacture, and in default of PURCHASER’s acceptance of delivery to cause the Products to be stored at such a point or points of manufacture at PURCHASER’s expense. Such tender, if accepted, or such storage, shall constitute delivery for all purposes of this agreement. If shipment is deemed postponed at request of PURCHASER, or due to occur at delay in receipt of shipping instructions, payment of the purchase price shall be due on notice from SELLER that the Products are ready for shipment. Handling, moving, storage, insurance and other charges thereafter incurred by SELLER with respect to the Products shall be for the account of PURCHASER and shall be paid by PURCHASER when invoiced. In addition to the foregoing, SELLER reserves the right to charge a fee of one percent (1%) of the full purchase price for each week, or part thereof, in delay by PURCHASER to pick up the Products after notice of availability for pickup or notice of delivery has been given, as applicable. At the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than SellerPurchaser’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because Products or SELLER fulfilling its delivery obligation, PURCHASER shall promptly examine the Products and the Products shall be reputed to be accepted by PURCHASER, unless written notice of loss defect or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim nonconformity is received by SELLER within five thirty (530) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedthereof.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each OrderAll Products shall be packed for ground transportation. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to shall provide Seller with defined detailed shipping instructions within seven (7) business days following receipt of packing list provided by Sellerprior to shipment. Title Buyer shall be responsible for any increased costs or delays in delivery resulting from Xxxxx’s failure to Goods will pass to Buyer on tender of delivery, subject to supply such instructions in a timely manner. All specified delivery dates reflect Seller’s best estimates, and Seller reserves the right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaidmodify the delivery dates. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice In the event Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified requests a change in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments scheduled delivery date within three (3) calendar business days of receipt the scheduled shipping date and Seller agrees to such change, a fee of $500 shall apply. Title and risk of loss shall pass to Buyer at point of delivery if Product is delivered by Seller’s truck. If delivery is not by Seller’s truck, sales are Ex Works Seller’s location. In the initial shipmentevent Buyer requests that Seller hold or store Products beyond their delivery date, or in the event Seller is unable to take or otherwise refuses delivery of any Products, Seller may store the Products at Buyer’s sole risk and expense and charge Buyer for shipping and storage and any other cost or expense incident to Buyer’s request or refusal. Seller may also demand immediate payment of such items as well as the Products themselves. In instances of bulk carload, tank truck, and tank car shipments, Seller’s weights shall govern. Products shall be packed for shipment in Seller’s standard packing. Buyer may not make any deduction from any payment due because shall be responsible for promptly inspecting all Products to ensure that there are no “Deficiencies,” specifically that: (a) the Products were delivered without damage; and (b) the correct amounts, concentration levels, and types of loss or damage to Goods in transitProducts were delivered. If Xxxxx makes a written requestBUYER SHALL NOTIFY SELLER, SellerIN WRITING, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.OF ANY DEFICIENCIES WITHIN FIVE

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed Seller agrees to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller deliver possession of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods Vessel to Buyer at location Closing in New Orleans, Louisiana. At or before the time of Delivery, Seller shall provide to Buyer the Vessel's plans, as builts, schematics, wiring specifications, low voltage wiring diagrams, certified evacuation and safety plan, certified periodic test procedures and all other than Seller’s locationplans and blueprints related to the Vessel that were provided to Seller at the txxx Xxxxxx acquired the Vessel. Seller makes no representation or warranty as to the accuracy of such documents or drawings. Seller shall deliver the Vessel to Buyer "as is and where is". Except with regard to title, (C) delivery to Buyer’s representative Seller makes NO WARRANTY of any kind whatsoever, whether expressed or designeeimplied, including without limitation, any implied warranty of merchantability, quality, condition, fitness for any particular purpose, seaworthiness, or (D) mailing against any redhibitory vices, or any other vices or defects, hidden, latent or otherwise, all such warranties being expressly WAIVED by Buyer. At the time of an invoice Delivery, all risk of loss to the Vessel shall pass to Buyer. Xxxxx Seller will use all reasonable good faith efforts to assist Buyer in obtaining any necessary certificates for the Vessel, including but not limited to a Certificate of Inspection; however, this is not a condition for Closing and all costs and expenses associated with obtaining any such certificates shall be the responsibility of Buyer. Furthermore, Seller shall not be required to provide at Delivery a Certificate of Documentation, FCC License, Society Tonnage, Interim Class, Hull Classification and Machinery Classification Certificate (if applicable) and/or their regulatory equivalent (if applicable) at the time of Delivery; however, Seller shall provide such certificates and documents that are in Seller's possession within a reasonable time after Delivery, provided, however, the Seller's failure to deliver said Certificates and Documents shall not constitute a breach of this Agreement by Seller, nor shall such failure constitute grounds for Buyer not to close this transaction. MAINTENANCE AND OPERATION The Vessel shall, during the Period, be in the full possession and, other than sale to a third party, at the absolute disposal of Seller for all purposes and under its complete control in every respect. Seller shall, during said Period, take all reasonable steps to maintain the Vessel, her machinery, engines, equipment, appurtenances and spare parts in a good state of repair and in efficient operating condition in accordance with good commercial maintenance practice, ordinary wear and tear excepted. INSPECTION During the Period, Buyer or its designee shall have the right at any reasonable time to inspect or survey the Vessel to ascertain the condition of the Vessel and to satisfy itself that the Vessel is being properly maintained. Any and all costs or expenses associated with such inspection shall be the responsibility of and be paid by Buyer and Buyer agrees to provide indemnify, defend and hold harmless Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest affiliate of Seller reserved to secure Buyer’s payment against any injuries, cost, or performance to Seller, even if freight is included expenses arising from such inspection or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedsurvey.

Delivery. Delivery terms (per Incoterms® 2020) Any delivery dates Seller quotes or which are stated on each Order. All Orders must include Buyer’s set out in Seller's order confirmation or forwarder’s address acceptance are estimates only and are assumed not intended to authorize immediate release upon ready-to-ship status unless be legally binding. Seller cannot guarantee delivery on a specific date. The Buyer will be invoiced for the quantity actually delivered. Unless otherwise specified agreed in writing, delivery may be made in installments. All shipping dates are approximate; production Delivery time may be extended if and for so long as the Buyer is delayed in the performance of any obligation to Seller. Seller will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should circumstance be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor liable for any loss or damage whatsoever due to delay in transitdelivery (including pursuant to installments) however occasioned unless the same was attributable to Seller's gross negligence or willful misconduct. The quantity recorded on Seller's packing slip shall be accepted by both parties as correct, so long as Seller receives the claim unless objected to in writing by Xxxxx within five (5) calendar working days of from delivery. If Xxxxx refuses to accept delivery of products or any installment thereof, Seller may, without prejudice to its other rights, arrange for the Goodsstorage of the products at the expense and risk of Buyer. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time risk of delivery, on which receipt the loss or damage passes to Buyer at the time products have been placed at the disposal of Buyer at the premises of Seller, or another place that has been notedagreed in writing. Seller shall retain title to the products delivered to Buyer until Seller has received full payment for all products described in Seller's confirmation. Until such time as title in the products passes to Buyer, if Buyer re‐sells the products or any goods manufactured out of products sold by Seller, Buyer assigns to Seller all proceeds from their sale up to the amounts owing to the Seller and Buyer shall hold such amounts separately on trust for Seller. Seller shall have the right to access any premises where the products are stored to inspect or recover the goods if Buyer is in breach of any of these terms or is declared bankrupt, requests (temporary) moratorium, is insolvent or is unable to pay its debts, or takes any steps or any other person takes such steps towards the liquidation of Buyer's business.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed Buyer is to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by give Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt a reasonable time before shipments are to be made. Materials are sold for any specific job upon representation that they are purchased for use in the work represented by the Buyer. If the materials are used for any other work, or resold for use in any work, or disposed of packing list provided for any other purpose, Seller shall incur no liability and Seller may terminate this agreement. Any claims for delays encountered on the job by Xxxxx that may be caused by the Seller’s delay in deliveries will not be allowed, as all deliveries by the Seller are made to the best of its ability and dispatch. Title Xxxxxx agrees to Goods will pass make truck delivery as requested by Xxxxx, and then only to Buyer on tender of delivery, subject point accessible to Seller’s right truck. If materials are required to stop Goods be dumped on street, Buyer must first secure permit to do so, in transit the event Buyer orders delivery beyond curb line, Seller will not assume liability for damage to sidewalks, driveways or other property, and Xxxxx hereby agrees to any interest indemnify and hold Seller harmless against all liability, loss and expense including reasonable attorney’s fees incurred as a result of Seller reserved to secure Buyer’s payment or performance such delivery, including damage to Seller's equipment and loss of time. Should Buyer decide to remove any delivered product, even if freight is included or prepaidBuyer shall first notify Seller and give Seller a reasonable opportunity to investigate and test the in-place product before being removed by Buyer. If Xxxxx's exceptions and claims shall be deemed waived unless Buyer submits to Seller holds Goods at Buyer’s instruction or because Xxxxx has failed a fully documented statement of claim and exceptions and presented to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar business days of after receipt of materials. When so made, Seller shall be given a reasonable opportunity to investigate and test same. Seller's liability under this agreement shall in no event exceed the initial shipmentpurchase price of the material against which claim is made. The Buyer may not make any deduction from any payment due because of loss agrees to provide suitable roadways or damage approaches to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days points of delivery when materials are to be delivered by trucks in places other than paved streets, if such suitable roadways or approaches are not provided, Seller reserves the right to stop deliveries until this condition is remedied. Materials shall be unloaded by Buyer within 30 minutes after arrival of Seller's trucks and are not to be delayed so as to affect the quality of the Goodsproduct, including the temperature of the materials being delivered. All claims Seller shall charge demurrage (Standing Time) per hour or fraction thereof at the posted rate for unloading time in excess of the 30 minute time allotment. Seller shall post the current demurrage rate onsite. A fee for returned product will be waived assessed per load unless accompanied the cause of the return or disposal is the Seller's fault. Seller reserves the right to refuse to make delivery in any instance where Xxxxxx believes delivery unsafe or impracticable or by a delivery receiptreason of any strike, signed by freight vendor’s agent at time of delivery, on which receipt the loss lockout boycott or damage has been notedpicketing or other labor disputes whether existing or threatened.

Delivery. Delivery terms (per Incoterms® 2020) Any delivery dates Seller quotes or which are stated on each Order. All Orders must include Buyer’s set out in Seller's order confirmation or forwarder’s address acceptance are estimates only and are assumed not intended to authorize immediate release upon ready-to-ship status unless be legally binding. Seller cannot guarantee delivery on a specific date. The Buyer will be invoiced for the quantity actually delivered. Unless otherwise specified agreed in writing, delivery may be made in installments. All shipping dates are approximate; production Delivery time may be extended if and for so long as the Buyer is delayed in the performance of any obligation to Seller. Seller will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should circumstance be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor liable for any loss or damage whatsoever due to delay in transitdelivery (including pursuant to installments) however occasioned unless the same was attributable to Seller's gross negligence or willful misconduct. The quantity recorded on Seller's packing slip shall be accepted by both parties as correct, so long as Seller receives the claim unless objected to in writing by Xxxxx within five (5) calendar working days of from delivery. If Xxxxx refuses to accept delivery of products or any installment thereof, Seller may, without prejudice to its other rights, arrange for the Goodsstorage of the products at the expense and risk of Buyer. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time risk of delivery, on which receipt the loss or damage passes to Buyer at the time products have been placed at the disposal of Buyer at the premises of Seller, or another place that has been notedagreed in writing. Seller shall retain title to the products delivered to Buyer until Seller has received full payment for all products described in Seller's confirmation. Until such time as title in the products passes to Buyer, if Buyer re-sells the products or any goods manufactured out of products sold by Seller, Buyer assigns to Seller all proceeds from their sale up to the amounts owing to the Seller and Buyer shall hold such amounts separately on trust for Seller. Seller shall have the right to access any premises where the products are stored to inspect or recover the goods if Buyer is in breach of any of these terms or is declared bankrupt, requests (temporary) moratorium, is insolvent or is unable to pay its debts, or takes any steps or any other person takes such steps towards the liquidation of Buyer's business.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each The Buyer may take delivery from the Port of Entry or, if so specified in the Order. All Orders must include , Geosynthetics Australia will deliver the Goods to the Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writingnominated delivery address. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery If no person is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of address upon delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods Geosynthetics Australia may (at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion) instruct the carrier to wait for a person to arrive, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship leave the Goods to Buyer at the address specified (which shall be deemed to constitute delivery) or return them to an appropriate storage area for future delivery. The Buyer must pay Geosynthetics Australia’s reasonable costs in taking any of these actions, including waiting charges, costs of returning the applicable Order goods, storage and invoice future delivery. The Buyer warrants that Geosynthetics Australia or its carrier is entitled to deliver and deposit the Goods at kerbside or at the nominated address and that the Buyer has obtained all permissions from any local council or other authority necessary for the GoodsBuyer to validly authorise the delivery of the Goods without breach of any laws or regulations. Xxxxx agrees to make payment of such invoice when due under this Agreement. The Buyer will accept take all responsibility for delivery being effected in accordance with this Clause and pay for partial deliveries at will indemnify Geosynthetics Australia against any liability to the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages third party in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of connection with delivery of the Goods. Delivery occurs when the Buyer, its carrier or agent takes possession of the Goods at Geosynthetics Australia warehouse, or alternatively when the Goods have been left at or near the nominated delivery address, as the case may be. The Buyer must pay Geosynthetics Australia the delivery costs specified in the Order or quotation. Offloading on site is the Buyer’s responsibility. The Buyer should ensure that it has facilities to unload the Goods and facilitate delivery. The Buyer or the Buyers’ representative accepts the Goods by signing an appropriate delivery note. Where the Buyer or the Buyers’ representative is not available at the delivery address to sign and accept delivery of the Goods, then Geosynthetics Australia’s carrier’s confirmation of delivery shall be sufficient evidence of delivery and acceptance of the correct quantity of Goods delivered to the Buyer. All claims delivery dates quoted to the Buyer by Geosynthetics Australia for the supply of Goods (including but not limited to any delivery date(s) specified in the Order) are estimates given in good faith only and are not binding on Geosynthetics Australia. Geosynthetics Australia will not be waived unless accompanied by a delivery receipt, signed by liable for any Loss due to delay or non-delivery. The Buyer acknowledges that Geosynthetics Australia subcontracts freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedGoods to freight carriers and consents to this subcontracting.

Delivery. Delivery terms (per stated in Incoterms® 20202010) are as stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production , and any time period indicated for a shipment will not begin until receipt by Seller at Seller’s plant of complete manufacturing, shipping, shipping and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location premises other than Seller’s location’s, (C) delivery to Buyer’s representative or designee, designee or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods of stoppage in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Sellerperformance, even if irrespective of any freight is included allowance or prepaidprepayment of freight. If Seller holds Goods at per Buyer’s instruction instructions or because Xxxxx Buyer has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be Goods and Buyer agrees to make payment at Seller’s standard ratesthe maturity of the invoice rendered. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails , storage and other expenses incident to provide shipping instructions, Seller may, such delay at its option, ship the Goods to prevailing rates. Partial deliveries will be accepted by Buyer and paid for at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If When Buyer declares has declared or indicates manifested an intention not to not accept delivery, no tender will be necessary, but Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because hereunder by reason of loss or damage to Goods in transit. If Xxxxx makes a On Buyer’s written request, Seller, in its sole discretion, may agree as a service to Buyer to process XxxxxBuyer’s claim against the freight vendor carrier for any loss or damage in transit, so long as provided that Seller receives the such claim within five (5) calendar days of delivery of the Goods. All claims will must be waived unless accompanied by a delivery receipt, signed by freight vendorcarrier’s agent at time of delivery, on which receipt the loss or damage has been noted, or such claims will be waived.

Delivery. Delivery terms (per Incoterms® 2020The Seller shall deliver Product(s) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status F.O.B. Origin unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title On request by the Buyer, Seller shall arrange for export and shipment of Product(s) (including transit insurance) at the Buyer's risk and expense, to Goods will pass the destination specified by the Buyer. The Buyer is responsible for obtaining all import permits and customs clearances required to ship the Product(s). Upon delivery, title of the Product(s) transfers to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s bears all risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transitand the cost of shipment. Seller shall not be liable for liquidated, consequential, incidental, indirect or punitive damages or penalties for late delivery. Seller shall arrange shipment of the Product(s) via the mode directed by the Buyer. If Xxxxx makes a written requestthe Buyer does not specify the mode of shipment, Sellerthen the Seller shall arrange to ship the Product(s) by the most cost-effective method; however, in its sole discretioneither case, may agree as a service to the Buyer to process Xxxxx’s claim against shall bear the freight vendor cost of shipment. The Seller shall not be liable for any loss or damage for delay in transitdelivery or failure to manufacture due to causes beyond its reasonable control and/or lack of timely instructions or essential information from Buyer. Where the Buyer notifies the Seller that it cannot take timely delivery of the Products, so long as Seller receives may place such Products in storage, at the claim risk of Buyer, and Buyer shall reimburse Seller for all expenses incurred in connection with such storage. Buyer shall dispose of the packing materials for the Products at its own expense, and shall defend, Indemnify and hold harmless the Seller from any legal obligations in connection with such packing waste. Shortages must be reported in writing to Seller within five (5) calendar days after receipt; otherwise, shipment is presumed to be complete and in accordance with the xxxx of delivery lading and packing list. Buyer shall provide proof of shortage to include a copy of xxxx of lading and/or packing slip. Seller may refuse to deliver a Product(s) if Seller believes, on reasonable grounds, that the Goods. All claims Buyer will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt unable or unwilling to pay for the loss or damage has been notedproduct within the payment terms.

Delivery. Delivery terms Unless otherwise agreed in writing, all deliveries of Products shall be made Free Carrier (per Incoterms® 2020FCA) are stated on each Orderin accordance with ICC’s Incoterms (2020 edition). All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because risks of loss or damage to Goods the Products shall pass from the Seller to the Buyer when the Products are delivered to the Buyer in transitaccordance with the agreed trade term as defined in ICC's Incoterms (2020 edition). The Buyer will make payment in accordance with clause 4 of these Standard Terms and Conditions. Times specified for delivery of the Products are given and intended as estimates only unless otherwise agreed in writing. The applicable delivery times are those indicated in the acknowledgement of receipt of the orders. The delivery times run from the date of the acknowledgement of receipt of the order. Where a firm time for delivery has been expressly agreed upon, the Buyer shall be entitled to cancel the Contract by serving written notice to the Seller only if the delivery has been delayed by more than thirty (30) days. If Xxxxx makes a written requestnew time for delivery has been agreed upon with Buyer after Seller has given an early warning of probable delayed delivery, Sellerthe thirty (30) day period shall run from the new time for delivery agreed upon. In no event shall the Seller be liable for indirect, special, consequential or financial damages arising out of or in its sole discretionconnection with the late delivery of the Products. The Buyer shall inspect or have inspected the Products delivered and shall notify the Seller in writing of any discrepancy regarding the quantity, may agree as a service specification or quality of the Products to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim order within five fifteen (515) calendar days of delivery of the GoodsProducts. All claims Once this time period has elapsed, the Buyer shall be deemed to have accepted the Products and shall have no warranty of conformity claim and no claim to compensation whatsoever. If a notification is made within the fifteen (15) day period, the Seller shall repair or replace incorrect Products and/or deliver additional Products to meet the ordered quantity and the Buyer shall have no claim to compensation whatsoever. Freight and insurance cost for return of non conforming Products to the Seller will be waived unless accompanied borne by a delivery receiptthe Buyer. In case any returned Product is being found on investigation by the Seller to be conform to the specifications of the order, signed the Seller is entitled to charge the Buyer all costs incurred by freight vendorthe Seller in connection with Xxxxx’s agent at time of delivery, on which receipt the loss or damage has been notedclaim.

Delivery. Delivery terms All prices are EXW (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon readyEx-to-ship status Works)(per Incoterms 2010), unless otherwise specified by Seller in writing. All shipping dates are approximate; production , and any time period indicated for a shipment will not begin commence until receipt by Seller at Seller’s plant of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance Acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location premises other than Seller’s location’s, (C) delivery to Buyer’s representative or designee, designee or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt , whichever first occurs, will constitute tender of packing list provided by Seller. Title to Goods delivery and title will pass to Buyer on tender of deliveryBuyer, subject to Seller’s right to stop Goods of stoppage in transit and to any interest of Seller reserved to secure Buyer’s payment or performance performance, irrespective of any freight allowance or prepayment of freight. In the case of Goods held subject to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx instructions, Goods for which Buyer has failed to supply shipping instructions instructions, or because in any case where Seller, in its sole discretion, determines that any part of the Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be Goods and Buyer agrees to make payment at Seller’s standard ratesthe maturity of the invoice rendered. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance, storage and other expenses incident to such delay at their prevailing rates. If Partial deliveries shall be accepted by Buyer fails to provide shipping instructions, Seller may, and paid for at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If When Buyer declares has declared or indicates manifested an intention not to not accept delivery, no tender shall be necessary but Seller may, at its option, give written notice in writing to Buyer that Seller is ready and willing to deliver, deliver and such notice will shall constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each the Order must be made in the quantities and on the dates specified by Buyer. Partial shipments shall be allowed only if specifically indicated in the Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless Unless otherwise specified in writingthe Order, delivery is Delivered Duty Paid (as defined in Incoterms 2000), Buyer’s location or such other destination as may be specified in the Order. All shipping dates Seller acknowledges that Buyer’s production and marketing schedules are approximate; production will based in part upon the delivery/completion date(s) specified in the Order. Time and place of delivery are, therefore, of the essence with respect to Xxxxxx’s performance under the Order. Any provision in the Order or subsequent agreement by Buyer for installment deliveries of the items specified in the Order shall not begin until receipt by be construed as a waiver of this requirement or as severing Seller’s obligations for full, on-time, delivery of all items specified in the Order. If Seller of determines that it either cannot or may not complete manufacturingdelivery at the specified time and place or in the specified manner, shippingSeller shall promptly notify Buyer and indicate the earliest possible date that it is confident that it can complete conforming delivery. Notwithstanding such notice, and credit information. Tender of notwithstanding that Seller’s failure to effect conforming delivery may be or is deemed due to occur at the earliest of (A) causes beyond Seller’s control, Seller’s failure to effect conforming delivery shall entitle Buyer, without any liability to Seller hereunder, to revoke any prior acceptance of shipment a partial delivery by designated shipperSeller, (B) allocation of Goods to Buyer return at location other than Seller’s locationrisk and expense all or any part of items delivered in partial satisfaction of the Order, (C) delivery to Buyer’s representative or designeecancel the Order, or (D) mailing to receive a refund of an invoice any amounts paid to Buyer. Xxxxx agrees Seller pursuant to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to the Order for any interest of Seller reserved to secure Buyer’s payment or performance items returned to Seller, even if freight is included and to purchase substitute items or prepaidservices elsewhere and charge Seller with any loss or additional costs incurred in connection with such purchases. If in order to comply with Xxxxx’s required delivery date it becomes necessary for Seller holds Goods at to ship the items by a more expensive mode of transportation than specified in the Order, any increased transportation cost resulting therefrom shall be paid for by Seller unless the necessity for such rerouting or expedited handling has been caused by Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should . Over shipments may be held for Buyer’s account, Seller may invoice returned by Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructionsexpense, Seller may, at its option, ship the Goods to or retained by Buyer at the address specified no increase in price. Unless specifically indicated in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make Order, payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt may be made after acceptance of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedItems.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass shall deliver Items to Buyer on tender of delivery, subject to Seller’s right to stop Goods the date(s) indicated in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaidthe Purchase Order. If Seller holds Goods anticipates that it will not deliver the Items on the date(s) indicated, Seller shall immediately notify Buyer by the fastest available means of the anticipated failure and the anticipated actual delivery date. If Seller fails to make delivery of any part of the Items on the date(s) indicated in the Purchase Order, the Buyer may terminate the Contract, in whole or in part, at Buyer’s instruction discretion and/or pursue other remedies. All shipments shall be delivered to the destination designated by Buyer in the Purchase Order, and title and risk of loss shall remain with Seller until the Items in a completed state are received by Buyer, its agent or because Xxxxx consignee regardless of whether or not Buyer has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer made full payment for the Goods, Items. Seller will mail bills of lading and shipping notices directly to the destination or such other address as well as for storagedesignated by Buyer on the day of shipment. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship Bills of lading shall indicate the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipmentrelevant purchase order number. Buyer may require adherence to its routing instructions, and any savings resulting from adherence to such instructions shall be for the benefit of Buyer. If Seller’s performance hereunder requires the presence of Seller, its agents, employees or subcontractors upon the premises of Buyer, Seller agrees that all work shall be done as an independent contractor and that the persons doing such work shall not make be considered employees of the Buyer. Seller shall comply with all laws and regulations, as amended, and otherwise shall take all necessary precautions to prevent the occurrence of any deduction from injury to any payment due because of loss person or damage to Goods any real or personal property (both tangible and intangible) during the progress of such work. Seller shall abide by Buyer’s on-site rules and any applicable terms and conditions in transit. If Xxxxx makes connection with any services performed by Seller on-site at a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedlocation.

Delivery. Delivery Where Buyer fails to give timely delivery instructions to enable Seller to make deliveries in accordance with the terms of this Agreement, Seller may at its option (per Incoterms® 2020i) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All hold the goods due at its shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held point for Buyer’s account, Seller may invoice in which case Buyer shall be liable to pay storage charges for such goods at appropriate storage rates as established by Seller; and/or (ii) a reasonable time following notice to Buyer, cancel the order for the Goodsgoods, in which case Buyer shall be liable to pay appropriate cancellation charges as well as established by Seller. Shipping dates and delivery dates are approximate and shall not operate to bind Seller to ship or make deliveries on the dates stated herein. Seller shall have no liability for storagedelays in shipment resulting from circumstances beyond its reasonable control. Storage fees will Unless specific tolerances are set forth in this Agreement, Seller shall have the right to deliver such quantities of the goods ordered within limits reasonable in trade practice and Buyer shall be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and termsquantity actually delivered. If Buyer declares or indicates an intention to not accept deliveryWhere a specific source for the goods is indicated in this Agreement, Seller may, at its option, give written notice to Buyer Xxxxx agrees that Seller is ready obligated only to deliver goods supplied or manufactured or by the designated mill, plant or source. Xxxxx agrees that, in the event that Seller is unable to obtain the goods from such designated source, Seller shall have the exclusive option (i) to replace the contracted for goods with similar goods from another source; or (ii) to allocate its available goods from the designated source among its own uses and willing its customers in such manner as Seller in its absolute discretion deems fit; or (iii) to delivercancel this contract without any further liability or obligation to Buyer. Date of shipment and routing are at Seller's option unless otherwise specified. Delivery of goods to a carrier shall constitute delivery to Buyer, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss Seller shall have no liability for risk or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit. Seller reserves the right to make minor changes without notice to the material, so long as Seller receives the claim within five (5) calendar days of delivery product or construction methods of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedgoods.

Delivery. Delivery terms Goods shall be picked up by Xxxxx, Xxxxx’s agent, a carrier (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s which may be paid for by Buyer or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt Seller), or delivered by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative designated location, as determined by the Order. Buyer acknowledges that Seller’s products (and/or the materials used in the production of the products) are purchased on the market, and can therefore be subject to delays in deliveries or designee, or (D) mailing of an invoice to Buyersupply shortages. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass shall not be liable to Buyer on tender of in any way, for any reason, for any delays in Goods availability or delivery, subject to Seller’s right to stop Goods in transit and to any interest of however caused. Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Sellershall have the right, in its sole discretion, determines that any part to schedule and reschedule all delivery dates. SELLER SHALL NOT BE LIABLE, IN ANY WAY, TO BUYER FOR DELAYS IN EXPECTED DELIVERY DATES, SHIPPING DATES, LEAD TIMES, OR THE LIKE. Any statements, written or oral, by Seller regarding delivery dates, shipping dates, lead times, or the like, shall not be binding on Seller, and shall only constitute a non-binding estimate. Time for delivery shall not be of the essence. Xxxxx is responsible to take receipt of the Goods should be held for on the date of delivery specified in the Order, or the date of delivery Seller has notified Buyer of, in Seller’s sole discretion. Seller may, in its sole and absolute discretion, change the date of delivery of the Goods at Buyer’s accountrequest; however, Seller is under no obligation to change the date of delivery of the Goods, and the date of delivery of the Goods shall be as determined by Seller, in Seller’s sole discretion. Where the Goods are to be delivered in installments, each delivery shall constitute a separate contract, and the Seller may invoice separately for each installment. Failure by Seller to deliver any one or more of the installments, or any claim by Buyer in respect of any one or more installments, shall not entitle Buyer to treat the Terms, including, but not limited to, the Order, as a whole, as repudiated. If, pursuant to the Order, Buyer is to pick up Goods at Seller’s place of business, whether by Xxxxx, Xxxxx’s agent, or a carrier contracted for by Buyer, and Xxxxx, Xxxxx’s agent, or a carrier contracted for by Xxxxx fails to pick up the Goods on the scheduled delivery date as notified by Seller, or Xxxxx fails to respond to Seller’s notification, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Sellerelect, in its sole discretion, may agree as a service to (i) deliver the Goods to Buyer as provided for herein, or (ii) Buyer shall have thirty (30) days from Seller’s original notification that the Goods are ready for delivery or pick-up (“Storage Period”) in which to process Xxxxxpick up the Goods from Seller. Seller shall not be responsible for the Goods after the Storage Period, and Goods remaining with Seller after the Storage Period may (i) be subject to a storage fee assessed by Seller, in Seller’s claim against the freight vendor for any loss sole discretion, or damage in transit, so long as Seller receives the claim within five (5ii) calendar days of delivery of the Goods. All claims will taken back into Seller’s inventory and no longer be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedavailable to Buyer.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) shall make delivery to Buyer’s representative or designee, or (Dspecified destination by the required due date(s) mailing of an invoice stated in this purchase order unless otherwise agreed to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided in writing by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaidboth Parties. If Seller holds Goods cannot meet the required due date(s), Seller is to notify Buyer promptly with a recovery date and make every reasonable effort at Seller’s expense to meet Xxxxx’s due date. Buyer shall have the right to reject any goods or services which are provided in advance of or later than the Buyer’s due date(s). Time is of the essence of this purchase order and if delivery of goods or rendering of services is not completed by the time promised, Xxxxx reserves the right without liability in addition to its other rights and remedies to terminate this purchase order by notice effective when received by Seller as to goods not yet shipped or services not yet rendered and to purchase substitute goods or services elsewhere and charge Seller with any loss incurred. If in order to comply with the delivery date required by Buyer it becomes necessary for Seller to ship by a more expensive way than specified in this purchase order, any increased transportation costs resulting therefrom shall be paid for by Seller unless the necessity for such rerouting or expedited handling has been caused by Buyer. Buyer reserves the right to inspect all goods and services purchased hereunder and at Xxxxx’s discretion, Xxxxx may reject nonconforming goods and/or services. Buyer reserves all rights under applicable laws including, without limitation, rights under the Uniform Commercial code. Should Seller provide additional nonconforming goods and/or services against this purchase order, Seller shall, at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Sellerrequest, in its sole discretion, determines that any part of Goods should be held provide a written corrective action report for Buyer’s account, Seller may invoice Buyer review and approval. Payment for the Goodsgoods delivered hereunder shall not constitute acceptance thereof. Buyer shall have the right to inspect such goods and to reject any or all said goods which are defective or nonconforming in Buyer’s sole judgment. Goods rejected and goods supplied in excess of quantities called for herein may be returned to Seller at its expense and, in addition to other rights of Buyer, Buyer may charge Seller all expenses of unpacking, examining, repacking and reshipping such goods. In the event Buyer receives goods whose defects or nonconformity is not apparent on examination, Buyer reserves the right to require replacement, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under damages. Nothing contained in this Agreement. Buyer will accept purchase order shall relieve Seller in any way from the obligation of testing, inspection and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedquality control.

Delivery. Delivery terms (per stated in Incoterms® 20202010) are as stated on each Order. All Orders must include BuyerIf no delivery term is stated, then the delivery term will be EXW (Ex Works) Seller’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writingfacility. All shipping dates are approximate; production approximate and any time period indicated for a shipment will not begin until receipt by Seller at Seller's plant of complete manufacturing, shipping, shipping and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location premises other than Seller’s location's, (C) delivery to Buyer’s 's representative or designee, designee or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s 's right to stop Goods of stoppage in transit and to any interest of Seller reserved to secure Buyer’s 's payment or performance to Sellerperformance, even if irrespective of any freight is included allowance or prepaidprepayment of freight. If Seller holds Goods at per Buyer’s instruction 's instructions or because Xxxxx Buyer has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s 's account, Seller may invoice the Goods and Buyer for agrees to make payment at the Goods, as well as for storage. Storage fees will be at Seller’s standard ratesmaturity of the invoice rendered. Goods invoiced and held at any location for whatever reason will be at Buyer’s 's risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails , storage and other expenses incident to provide shipping instructions, Seller may, such delay at its option, ship the Goods to prevailing rates. Partial deliveries will be accepted by Buyer and paid for at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If When Buyer declares has declared or indicates manifested an intention not to not accept delivery, no tender will be necessary, but Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, deliver and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may will not make any deduction from any payment due because hereunder by reason of loss or damage to Goods in transit. If Xxxxx makes a On Buyer’s written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s Buyer's claim against the freight vendor carrier for any loss or damage in transit, so long as provided that Seller receives the such claim within five (5) calendar days of delivery of the Goods. All claims will must be waived unless accompanied by a delivery receipt, signed by freight vendor’s carrier's agent at time of delivery, on which receipt the loss or damage has been noted, or such claims will be waived. Claims made beyond the specified period will not be entertained by Seller.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender Time of delivery is deemed of the essence. SELLER shall deliver the goods to occur PPI on the delivery date and at the earliest destination stated in the Purchase Order. Shipments must equal the exact amounts identified in the Purchase Order and no partial shipments, changes or substitutions in specifications may be made without PPI’s prior written consent. Seller will immediately notify PPI in writing of (A) any event that may affect the quality or delivery of the goods and the writing shall state the reason for the delay and provide a new delivery schedule, which shall be subject to written acceptance by PPI. In case of shipment delay in delivery, PPI may at its convenience terminate or suspend all or any portion of this Purchase Order that has not been shipped as of the date of such termination or suspension. If PPI terminates this Purchase Order because of SELLER’s delay in delivery, PPI may, without prejudice to PPI’s other rights or limiting PPI’s other remedies, purchase goods in substitution for those goods not properly delivered by designated shipperSELLER and recover from the SELLER the difference between the contracted price under this Purchase Order and the price actually paid by PPI for the substitute goods, (B) allocation together with any incidental or consequential damages suffered by PPI as a result of Goods SELLER’s delay. CANCELLATIONS: PPI may at its option cancel any unshipped goods. If this Purchase Order covers any standard stock merchandise, PPI’s obligation shall be only to Buyer at location other than Sellerpay for goods shipped prior to cancellation. If this Purchase Order covers goods made to PPI’s locationspecifications or prepared by the SELLER only for PPI, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following upon receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender notice of deliverycancellation, subject to Seller’s right to stop Goods SELLER shall cease manufacture, supply or work in transit accordance with and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address extent specified in the applicable notice and shall immediately do everything possible to mitigate any cost incurred by SELLER as a result of PPI’s cancellation. In such cases, provided that SELLER is not in default, PPI shall pay the reasonable costs incurred by SELLER in fulfilling this Purchase Order prior to date of cancellation. The SELLER will not be entitled to payment for any unperformed work or services or for anticipated revenues or lost profits. Upon such payments, title any material, goods or merchandise already manufactured or partly completed shall pass to PPI. IN NO EVENT SHALL PPI BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATING TO THIS PURCHASE ORDER, EVEN IF PPI HAS BEEN ADVISED OF THE POSSIBILTY OF SUCH DAMAGES. Any such cancellation shall not constitute a waiver of any other right or remedy PPI may have at law or in equity. QUALITY: SELLER shall maintain a quality management system which is acceptable and invoice Buyer appropriate for the Goodsgoods supplied hereunder and shall comply with general industry standards. Xxxxx agrees Goods supplied shall meet the requirement in the applicable technical specifications and documentations (drawings, specifications, standards, etc.) It shall be the sole responsibility of SELLER to make payment monitor that the technical specifications regarding materials, methods, form, fitness, and function are observed, whether or not the items have been manufactured by SELLER or by any of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and termsSELLER’s subcontractors. If Buyer declares or indicates an intention to not accept deliveryno specific requirements are stated, Seller maygood industry and craftsman-like practice shall be observed. SELLER shall notify the organization of changes in product and/or process, at its optionchanges of suppliers, give written notice to Buyer that Seller is ready and willing to deliverchanges of manufacturing facility location and, where required obtain organization approval, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of flow down to the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against supply chain the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedapplicable requirements including customer requirements.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Goods shall be picked up by Buyer, Buyer’s agent, a carrier (which may be paid for by Buyer or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt Seller), or delivered by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative designated location, as determined by the Order. Buyer acknowledges that Seller’s products (and/or the materials used in the production of the products) are purchased on the market, and can therefore be subject to delays in deliveries or designee, or (D) mailing of an invoice to Buyersupply shortages. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass shall not be liable to Buyer on tender of in any way, for any reason, for any delays in Goods availability or delivery, subject to Seller’s right to stop Goods in transit and to any interest of however caused. Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Sellershall have the right, in its sole discretion, determines that any part to schedule and reschedule all delivery dates. SELLER SHALL NOT BE LIABLE, IN ANY WAY, TO BUYER FOR DELAYS IN EXPECTED DELIVERY DATES, SHIPPING DATES, LEAD TIMES, OR THE LIKE. Any statements, written or oral, by Seller regarding delivery dates, shipping dates, lead times, or the like, shall not be binding on Seller, and shall only constitute a non-binding estimate. Time for delivery shall not be of the essence. Buyer is responsible to take receipt of the Goods should be held for on the date of delivery specified in the Order, or the date of delivery Seller has notified Buyer of, in Seller’s sole discretion. Seller may, in its sole and absolute discretion, change the date of delivery of the Goods at Buyer’s accountrequest; however, Seller is under no obligation to change the date of delivery of the Goods, and the date of delivery of the Goods shall be as determined by Seller, in Seller’s sole discretion. Where the Goods are to be delivered in installments, each delivery shall constitute a separate contract, and the Seller may invoice separately for each installment. Failure by Seller to deliver any one or more of the installments, or any claim by Buyer in respect of any one or more installments, shall not entitle Buyer to treat the Terms, including, but not limited to, the Order, as a whole, as repudiated. If, pursuant to the Order, Buyer is to pick up Goods at Seller’s place of business, whether by Buyer, Buyer’s agent, or a carrier contracted for by Buyer, and Buyer, Buyer’s agent, or a carrier contracted for by Buyer fails to pick up the Goods on the scheduled delivery date as notified by Seller, or Buyer fails to respond to Seller’s notification, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Sellerelect, in its sole discretion, may agree as a service to (i) deliver the Goods to Buyer as provided for herein, or (ii) Buyer shall have thirty (30) days from Seller’s original notification that the Goods are ready for delivery or pick-up (“Storage Period”) in which to process Xxxxxpick up the Goods from Seller. Seller shall not be responsible for the Goods after the Storage Period, and Goods remaining with Seller after the Storage Period may (i) be subject to a storage fee assessed by Seller, in Seller’s claim against the freight vendor for any loss sole discretion, or damage in transit, so long as Seller receives the claim within five (5ii) calendar days of delivery of the Goods. All claims will taken back into Seller’s inventory and no longer be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedavailable to Buyer.

Delivery. Delivery terms (per Incoterms® 2020) are stated of goods under the Order must be made in the quantities and on each the dates specified by Buyer, and any failure of Seller to provide the same shall be a material breach of this Contract. Partial shipments shall be allowed only if expressly indicated in the Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless Unless otherwise specified in writingthe Order, delivery is Delivered Duty Paid, as defined in Incoterms 2010 (meaning that (i) Seller delivers the goods when the goods are placed at the disposal of Buyer, cleared for import on the means of transport ready for unloading at the named place of destination and (ii) Seller bears all costs and risks involved in bringing the goods to the place of destination and has an obligation to clear the goods not only for export but also for import, to pay any duty for both export and import and to carry out all customs formalities), Buyer’s location or such other destination as may be specified in the Order. All shipping dates Seller acknowledges that Buyer’s production and marketing schedules are approximate; production will based in part upon the delivery/completion date(s) specified in the Order. Time and place of delivery are, therefore, of the essence with respect to Xxxxxx’s performance under the Order. Any provision in the Order or subsequent agreement by Buyer for installment deliveries of the items specified in the Order shall not begin until receipt by be construed as a waiver of this requirement or as severing Seller’s obligations for full, on-time delivery of all items specified in the Order. If Seller of reasonably determines in good faith that it either cannot or may not complete manufacturingdelivery or performance at the specified time and place or in the specified manner, shippingSeller shall promptly notify Buyer in writing and indicate the earliest possible date that it reasonably can complete conforming delivery and performance using Seller’s best efforts. Notwithstanding such notice, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than notwithstanding that Seller’s locationfailure to effect conforming delivery or performance may be or is the result of Force Majeure (as defined in Section 10 hereof), (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right failure to stop Goods in transit and to any interest effect conforming delivery of Seller reserved to secure Buyer’s payment goods or performance of services shall entitle Buyer, by written notice to Seller, even if freight is included or prepaidto cancel the current delivery. If Seller holds Goods For this purpose, Buyer shall be granted a contractual right of withdrawal. Buyer subsequently shall be entitled, at Buyer’s instruction sole option and without any liability to Buyer hereunder, to the extent permitted by applicable law, to do or because Xxxxx has failed cause to supply shipping instructions be done, in addition to any other remedies available to Buyer under this Contract or because under applicable law, one or more of the following: revoke any prior acceptance of a partial delivery or performance by Seller, in its sole discretion, determines that to return at Seller’s risk and expense all or any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified items delivered in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt satisfaction of the initial shipment. Buyer may not make Order, to cancel the Order, to receive a refund of any deduction from amounts paid to Seller pursuant to the Order for any payment due because of loss or damage items returned to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for purchase substitute goods or services elsewhere and charge Seller with any loss or damage additional costs incurred in transitconnection with such purchases and, so long as Seller receives the claim within in case Seller’s failure to perform is in effect for less than [five (5) calendar days days], to require Seller to promptly correct all defects in delivery or performance and/or otherwise to provide to Buyer conforming goods or services. If in order to comply with Xxxxx’s required delivery date it becomes necessary for Seller to ship the items by a more expensive mode of delivery transportation than specified in the Order, any increased transportation cost resulting therefrom shall be paid for by Seller unless the necessity for such rerouting or expedited handling has been requested in writing by Xxxxx. Overshipments may be returned by Buyer at Seller’s risk and expense, or retained by Buyer at no increase in price. Unless specifically indicated in the Order, payment may be made after acceptance of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss goods or damage has been notedservices.

Delivery. Delivery terms Upon acceptance of an Order by SPEAR and the satisfaction of all SPEAR prerequisites prior to delivery, SPEAR shall ship the Spear Offerings and any associated Documentation to Purchaser or End Customer, as applicable, by full or partial shipment, in accordance with the Order Acknowledgement. Unless otherwise mutually agreed by the Parties, all Spear Offerings shall be shipped FCA ESPOO (per Incoterms® FINĮAND) (INCOTERMS 2020) are stated on each and shall be deemed shipped upon being made available to the first carrier at SPEAR's site. Title shall pass from SPEAR to Purchaser upon tender to first carrier. SPEAR’s acceptance of an Order issued by Purchaser does not constitute acceptance of the INCOTERMS set forth in the Order. All Orders must include BuyerNotwithstanding, all fees associated with customs formalities, including import and export, are Purchaser’s or forwardersole responsibility. If requested by Xxxxxxxxx, SPEAR will arrange transport and add freight and handling charges to the Purchaser’s address and are assumed to authorize immediate release upon ready-to-ship status unless invoice. Unless otherwise specified agreed in writing. All shipping dates are approximate; production will not begin until receipt by Seller , delivery of complete manufacturing, shipping, and credit information. Tender of delivery is software shall be deemed to occur at upon the earliest provision of (A) a link to enable Purchaser to download the software or imbedded in any hardware purchased. Software is delivered in the English language. Additional language packs may be available for purchase. SPEAR will assign estimated shipment dates on Orders based on the availability of the Spear Offerings and SPEAR's acceptance of Purchaser’s Order. SPEAR will make commercially reasonable efforts to meet its assigned shipment dates. However, SPEAR will not be liable for its failure to meet such dates. If Purchaser or End Customer requests or otherwise causes SPEAR to store Spear Offerings beyond the assigned shipment date, Purchaser will be invoiced a commercially reasonable service and handling fee. SPEAR shall have no liability to Purchaser for delayed or cancelled shipments due to SPEAR's compliance with applicable trade or export regulations or sanctions. In the event that the Spear Offerings will be used by designated shipperEnd Customer as part of a larger solution including third-party products and/or services, (B) allocation it will be the sole responsibility of Goods Purchaser to Buyer at location other than Seller’s location, (C) delivery obtain any additional license or use rights necessary for SPEAR to Buyer’s representative or designeeintegrate its solution, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller create interoperability, with defined shipping instructions within seven (7) business days following receipt of packing list technology owned or otherwise provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedthird parties.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each OrderThe estimate will indicate proposed lead times for the work to be delivered. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery This is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipmentdeposit, clearance of funds and availability of materials. Buyer By accepting the estimate, you are agreeing to the delivery timescales. CCB will always endeavour to quote reasonable time scales that should suit the Client. OWN MEASUREMENTS SUPPLIED If the Client provided the required measurements, then all items subsequently made will be done so in accordance with them. CCB can take no responsibility for any mistakes arising from inaccurate or incorrect measuring by the Client. If such errors can be rectified, they will be done at an additional cost to the customer. OUT OF STOCK PRODUCTS CCB cannot be held responsible for any products going out of stock between quotation acceptance and material purchase. Any monies received for such an order will be refunded. COMPLETION DATE The Client will be notified when the items have been completed and this will be deemed as the COMPLETION DATE. Finished goods will be delivered at an agreed time with the Client within 14 days of this completion date. The balance of payment will be due before or on the day of delivery (unless another agreement is arranged). At this point, the Client will be required to check the goods and payment is acceptance of the work carried out. The property and ownership of the goods remains with CCB until the Client has paid for them in full. FABRICS AND CARE Where the customer supplies the fabric, CCB cannot accept responsibility for any flaws, faults or inconsistency of pattern. Where possible CCB will work round such problems but extra work or fabric required to do so will be paid for by the customer. Fabric should be clearly marked with the right/wrong side and pattern direction. A surcharge is applied for non-supply of fabric by CCB. All fabrics chosen should be handled with care. Advice for their suitability for washing/dry cleaning can be sought from the Fabric supplier. However, when a combination of fabrics has been used (e.g. lining or trimmings applied) rates of shrinkage can differ or be pulled out of shape. CCB suggests ALL fabrics be treated as dry clean only unless otherwise stated and can take no responsibility for any damage occurred to items cleaned in the wrong manner. Interlined curtains may not make be dry cleanable in which case, gentle vacuuming is recommended. CCB will endeavour to match the correct fabric with customers requirements and assess its suitability for the environment in which it will be placed. CCB can take no responsibility for fabric behaviour once it is has been installed in place. Any shrinkage due to high humidity, improper cleaning or any deduction from any payment due because of loss other reason, or damage or mis-shaping arising from mishandling or other improper use will not be the fault of CCB. FIXTURES AND FITTINGS FOR WINDOW TREATMENTS CCB can advise on fixtures and fittings. CCB can take no responsibility for any damage to Goods property during or after the attachment of such fixtures or fittings by the customer or customers representative. The fitter supplied by CCB is independent and takes responsibility under their own insurance. All blinds will be supplied with safety bead chain/cord boxes. All fittings are in transitaccordance with current BS safety standards and legislation. Should you, the Client, refuse fitting of the safety boxes or remove them once the fitter has left the premises, CCB takes no responsibility for injury or death as a result. Cord and chains will be fitted at the set height according to the product and will not be altered. If Xxxxx makes a written requestthe Client, Selleralters these in anyway, in its sole discretion, may agree CCB takes no responsibility for injury or death as a service result. Please ensure the area is clear and safe for the fitter to Buyer work. If the client wishes to process Xxxxx’s claim against change curtain poles/tracks or other such fittings after precise measurements have been taken by CCB, then the freight vendor for customer MUST inform CCB, also if the floor or any loss or damage surfaces have been changed to affect original measurements taken. This must be done in transitwriting and CCB will take new measurements. If any change in dimensions results in extra work being required to ensure the window treatments fit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims then a charge will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt incurred based upon the loss or damage has been notedcurrent hourly rate.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Goods to be shipped will be packed in accordance with sound commercial practices and so as to obtain the lowest rate possible under freight classifications except when otherwise specified by Buyer. Time is of the essence for this Order. All Orders must include Buyer’s Deliveries are to be made both in quantities and at times specified on the face hereof, or forwarder’s address and are assumed to authorize immediate on release upon ready-to-ship status schedules furnished against this Order and, unless otherwise specified by Buyer, in a single shipment. No partial shipments shall be made without Buyer’s prior written consent. Buyer reserves the right to cancel this Order and refuse delivery of Goods and return same at Seller's risk and expense if Seller defaults in the manner and time of delivery or in the rate of shipment. All costs incurred by Buyer as a result of Seller's failure to make delivery at the time and place specified herein, shall be charged to Seller. Regardless of the ship-to location designated on any Seller documentation or Order, title and all risk of loss or other damages to and with respect to the Goods will remain with Seller until the Goods have been accepted by Buyer, or an agent or consignee designated by Buyer, at the ship- to location specified on the face of this Order. Shipping terms are F.O.B. destination (Incoterms 2002) unless otherwise specified by Buyer in writing. All shipping dates are approximate; production will not begin Seller shall in insure the Goods for all loss and damage until receipt accepted by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur Buyer at the earliest of (A) acceptance of shipment ship-to location. If a blanket purchase order or other contract has been entered into between Seller and Buyer, the quantity included in this Order shall apply against the quantity covered by designated shipper, (B) allocation of such Order or contract. If any Goods to Buyer at location other than Seller’s locationbe delivered pursuant to this Order have a shelf life, (C) delivery to Buyer’s representative or designee, or (D) mailing any production of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to such Goods will pass to Buyer on tender of delivery, subject prior to Seller’s right to stop Goods normal processing time or release date is not permitted unless specifically authorized in transit and to any interest of Seller reserved to secure writing by Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds ships more Goods than in any Order, Buyer may either retain possession and assume ownership at Buyer’s instruction or because Xxxxx has failed no cost to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice the Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller mayor, at its optionthe sole discretion of the Buyer, ship return the Goods to Buyer at the address specified in the applicable Order and invoice Buyer Seller freight collect, plus any charges for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreementrepacking. Buyer will accept and is under no obligation hereunder to notify Seller of any overshipment, nor shall Buyer assume any liability to pay for partial deliveries at the Agreement prices any amounts over and terms. If Buyer declares or indicates above that specifically stated in an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedOrder.

Delivery. Delivery terms All standard carrier deliveries will be delivered FOB destination with all shipping paid for by Contractor. Products that cannot be shipped via standard carrier due to their size or weight may be charged a reasonable shipping cost. Expedited deliveries or special delivery requests, other than those mentioned in the solicitation will be offered at an additional cost. The Contractor shall:  Pack and mark the shipment to comply with specifications; or if the specifications do not contain specific packing or marking instructions, pack and mark the shipment in accordance with prevailing commercial practices and in such a manner as to ensure delivery in good condition;  Prepare and distribute commercial bills of lading and Material Safety Data Sheets (per Incoterms® 2020MSDS) are stated on each Order. All Orders must include Buyer’s or forwarder’s address as appropriate;  Deliver the shipment in good order and are assumed condition to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender the point of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer purchase order;  Be responsible for any loss of and/or damage to the Goods. Xxxxx agrees to make payment goods occurring before delivery of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries the shipment by the Participating Entity or contracting agency at the Agreement prices delivery point specified in the purchase order;  Furnish a delivery schedule and terms. If Buyer declares or indicates an intention designate the mode of delivering carrier; and  Pay and bear all charges to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender the specified points of delivery. Buyer must report any shortages WARRANTY: EXCEPT AS EXPRESSLY SET FORTH HEREIN, CONTRACTOR HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. However, Contractor agrees to deliver to the Participating Entity the items set forth in shipments within three (3) calendar days the purchase order and that such items shall meet the manufacturer’s specifications at the time of receipt delivery. Inspection & Acceptance. Receipt of the initial shipmentproducts shall occur immediately upon the Participating Entity’s actual receipt, or when the products have been delivered in accordance with the Participating Entity’s written instruction. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim The Participating Entity shall inspect all shipments within five (5) calendar business days of delivery receipt to inspect for shortages, overages, damage, defects, or non-conforming products. Failure to make a claim within the preceding timeframe shall constitute the Participating Entity’s acceptance of the Goodsproducts. All claims will Upon acceptance of the products, all returns shall be waived unless accompanied by a delivery receipt, signed by freight vendormade pursuant to Contractor’s agent at time of delivery, on which receipt the loss or damage has been notedstandard Return Policy (xxxxx://xxx.xxxxxxxxxxxx.xxx/find/HelpCenter/ReturnExchange.jsp).

Delivery. Delivery terms (per Incoterms® 2020) of the Goods shall be made by the Buyer collecting the Goods from Westcon Africa’s designated premises at any time after Westcon Africa has notified the Buyer that the goods are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturingready for dispatch or, shipping, and credit information. Tender of if some other place for delivery is deemed to occur at the earliest of (A) acceptance of shipment agreed by designated shipperWestcon Africa, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship Westcon Africa delivering the Goods to Buyer at that place. Any dates quoted for delivery of the address specified Goods are approximate only and Westcon Africa shall not be liable for any delay in the applicable Order delivery of the Goods howsoever caused. The time of the delivery shall not be of the essence of the contract. When the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and invoice failure by Westcon Africa to deliver any one or more of the instalments in accordance with these conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the contract as a whole as repudiated. In the case of failure to deliver by the estimated time the Buyer shall nor rescind the contract for this reason unless on or within 30 days after the delivery date the Buyer gives Westcon Africa notice in writing specifying a reasonable period within which the Goods in question are required to be delivered and Westcon Africa fails to deliver within that period and in any other case of failure to deliver the Buyer shall not rescind the contract for this reason unless it has given Westcon Africa notice in writing specifying a reasonable period within which the Goods are required to be delivered. No claim for short delivery, incorrect delivery or in respect of damage in transit will be accepted by Westcon Africa unless the shortage, mistake or damage is recorded and notified to Westcon Africa in accordance with the provisions of condition 7 and in any such event the sole responsibility of Westcon Africa shall be within a reasonable period to make up the shortfall, correct the mistake or to replace the damaged Goods. Xxxxx agrees to make payment Save as set out in this condition 3. Westcon Africa shall have no liability whatsoever in respect of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept non-delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss short delivery or damage in transit, so long as Seller receives . The Buyer is considered to have given authority to accept delivery on his behalf to any person who actually accepts delivery at the claim within five (5) calendar days of delivery address. If the Buyer does not take delivery of the Goods. All claims will Goods when tendered by Westcon Africa, the Buyer shall be waived unless accompanied liable for any loss occasioned by a delivery receiptWestcon Africa and also for such costs and expenses as Westcon Africa may incur in storing the Goods and, signed by freight vendor’s agent at time of deliveryif applicable, on which receipt re-delivering the loss or damage has been notedsame.

Delivery. Delivery terms The Supplier shall deliver the Goods in accordance with any delivery timescales, delivery dates and delivery instructions (per Incoterms® 2020to include, without limitation, as to delivery location and delivery times) are stated on each Order. All Orders must include Buyer’s set out in the Specification and Tender Response Document, the Order Form or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless as otherwise specified agreed with the Authority in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur Delivery shall be completed when the Goods have been unloaded at the earliest location specified by the Authority and such delivery has been received by a duly authorised agent, employee or location representative of the Authority. The Authority shall procure that such duly authorised agent, employee or location representative of the Authority is at the delivery location at the agreed delivery date and times in order to accept such delivery. Any arrangement by which the Goods are collected by the Authority in return for a discount on the Contract Price shall be agreed by the Parties in writing (A) acceptance of shipment by designated shipperwhere due to an emergency such arrangements cannot be committed to writing prior to collection, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyerthe Parties shall confirm such arrangements in writing as soon as possible following collection). Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for Where the Authority collects the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but collection is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer deemed delivery for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt purposes of the initial shipmentContract. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes The Supplier shall ensure that a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery note shall accompany each delivery of the Goods. Such delivery note shall contain the information specified in the Specification and Tender Response Document or as otherwise agreed with the Authority in writing. Where such information requirements as to the content of delivery notes are not specified or separately agreed, such delivery notes shall, as a minimum, contain the Authority’s order number, the name and address of the Authority, a description and quantity of the Goods, and shall show separately any extra agreed charges for containers and/or any other item not included in the Contract Price or, where no charge is made, whether the containers are required to be returned. Part deliveries and/or deliveries outside of the agreed delivery times/dates may be refused unless the Authority has previously agreed in writing to accept such deliveries. Where delivery of the Goods is refused by the Authority in accordance with this Clause 53.4 of this Schedule 11 of these Call-off Terms and Conditions, the Supplier shall be responsible for all risks, costs and expenses associated with the re-delivery of the Goods in accordance with the agreed delivery times/dates. Where the Authority accepts delivery more than five (5) days before the agreed delivery date, the Authority shall be entitled to charge the Supplier for the costs of insurance and storage of the Goods until the agreed date for delivery. Unless otherwise set out in the Specification and Tender Response Document or agreed with the Authority in writing, the Supplier shall be responsible for carriage, insurance, transport, all relevant licences, all related costs, and all other costs associated with the delivery of the Goods to the delivery location and unloading of the Goods at that location. Without limitation to the foregoing provision of this Clause 53.5 of this Schedule 11 of these Call-off Terms and Conditions, unless otherwise stated in the Specification and Tender Response Document or agreed with the Authority in writing, the Supplier shall be responsible for obtaining all export and import licences for the Goods and shall be responsible for any delays to the delivery time due to such licences not being available when required. In the case of any Goods supplied from outside the United Kingdom, the Supplier shall ensure that accurate information is provided to the Authority as to the country of origin of the Goods and shall be liable to the Authority for any extra duties or taxes for which the Authority may be accountable should the country of origin prove to be different from that set out in the Specification and Tender Response Document. All claims will third party carriers engaged to deliver the Goods shall at no time be waived unless accompanied by a delivery receipt, signed by freight vendor’s an agent at time of delivery, on which receipt the loss or damage has been notedAuthority and accordingly the Supplier shall be liable to the Authority for the acts and omissions of all third party carriers engaged to deliver the Goods to the Authority.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Ordertakes place by an external carrier, by NEXT LUBRICANTS BV or the buyer organises the transport. All Orders must include Buyer’s or forwarder’s If NEXT LUBRICANTS BV provides for delivery then this always takes place to the delivery address and are assumed of the buyer lastly communicated to authorize immediate release upon ready-to-ship status NEXT LUBRICANTS BV by the buyer. NEXT LUBRICANTS BV is entitled to charge an advance. After payment of the advance delivery to the buyer shall take place, unless otherwise specified in writingthe parties stipulate otherwise. All shipping dates are approximate; production will not begin until The buyer is held to take receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur the goods at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods moment that NEXT LUBRICANTS BV delivers or has these delivered to Buyer the same or at location other than Seller’s location, (C) delivery the moment that they are made available to Buyer’s representative the same according to the agreement. Upon arrival the buyer is held to immediately provide opportunity to unload in an installation suitable for the goods. If the buyer refuses to take receipt or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees fails to provide Seller with defined shipping information or instructions within seven (7) business days following receipt that are required for the delivery then NEXT LUBRICANTS BV is entitled to store the goods at the expense and risk of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaidthe buyer. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed the buyer does not take receipt within one month then the buyer remains liable to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for pay the Goods, sales prices as well as for storageany and all additional costs, including in any case transport and storage expenses, and NEXT LUBRICANTS BV shall be entitled to sell the goods to another party. Storage fees will Should this not be successful then NEXT LUBRICANTS BV shall be entitled to destroy the goods. The damages incurred by NEXT LUBRICANTS BV in case of a resale or destruction are at Seller’s standard ratesthe expense of the buyer. Goods invoiced and held In case of delivery COD (cash on delivery) by an external carrier NEXT LUBRICANTS BV always charges cash on delivery charges to the buyer. If the buyer organises a carrier then this shall take place at any location for whatever reason will be at Buyer’s the risk and Seller may charge expense of the buyer and NEXT LUBRICANTS BV cannot be held liable for (but is not obligated to carry) insurancethe same. If Buyer fails NEXT LUBRICANTS BV specified a period for delivery then it shall be approximate. A specified delivery period is therefore never a fatal deadline. In case of an overstepping of a period the buyer must first give NEXT LUBRICANTS BV written notice of default and give it a reasonable period in order to provide shipping instructionsyet deliver. In addition the delivery period always applies under the proviso of uninterrupted working conditions and supply of material, Seller may, at its option, ship uninterrupted transport and timely delivery by suppliers of NEXT LUBRICANTS BV in such manner that NEXT LUBRICANTS BV is able to comply with the Goods delivery period. If NEXT LUBRICANTS BV requires data from the buyer within the framework of the implementation of the agreement then the delivery period takes effect after the buyer has made these available to Buyer at NEXT LUBRICANTS BV. An overstepping of the address specified delivery period shall never entitle the buyer to claim compensation or not to comply with an obligation deriving from the agreement on the part of the same. NEXT LUBRICANTS BV is authorised to deliver or have delivered the goods in the applicable Order and parts. NEXT LUBRICANTS BV is entitled to invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedseparately.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each OrderTIME IS OF THE ESSENCE IN THE DELIVERY OF ALL PRODUCTS AND SERVICES. All Orders must include Buyer’s Buyer may cancel any Order without penalty if delivery is not made by the date and time specified in the Order and such delay is not due to any action of Buyer or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status otherwise excused in accordance with this Agreement. No change in the scheduled delivery date or performance will be permitted, unless Buyer has otherwise specified agreed in writing. All Buyer’s acceptance of Products or Services after the scheduled delivery date shall not be deemed to be a waiver of Buyer’s rights with respect to such late delivery, nor shall it be deemed a waiver of Seller’s obligation to comply with future scheduled delivery dates and times. Buyer’s schedules are based upon the delivery dates shown on the face of the Order. The Products or Services shall be delivered in the quantities and on the dates or on expiry of the periods specified in the Order to the place(s) named therein at the risk of the Seller, but in no event shall the Products be shipped before the earliest shipping dates are approximate; production will not begin until receipt by Seller date specified on the face of complete manufacturing, shippingthe Order. The Products shall be properly packed and secured in such manner as to reach their destination such that upon arrival they conform in all respect with the Order, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of a packing list provided by Sellerslip shall accompany each parcel. Title to Goods will the Products shall pass to the Buyer on tender the earlier of delivery, subject payment and delivery to Seller’s right to stop Goods the Buyer or its agents. Transfer of such title shall not in transit and to any interest of Seller reserved to secure way prejudice Buyer’s payment or performance to Seller, even if freight is included or prepaidrights of rejection. If Seller holds Goods at Buyer’s instruction any or because Xxxxx has failed all of the Products are not delivered on the date(s) specified in the Order, the Buyer shall be entitled to supply shipping instructions accept or because Seller, in its sole discretion, determines that reject any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be such Products and return rejected Products at Seller’s standard ratesrisk and expense without prejudice to any other of its rights. Goods invoiced Buyer shall also be entitled to recover from the Seller any monies paid by the Buyer in respect of such returned Products together with any additional expenditure reasonably incurred by the Buyer in obtaining other products in replacement. Notwithstanding any language to the contrary on the Proof of Delivery (“POD”), signing a POD only signifies that a shipment was received by Buyer or its agent(s). Buyer shall have thirty (30) days to review the contents of the shipment and held at any location if no claim is made within such thirty (30) days, this will signify that the delivery was as indicated on the POD; provided, however, that Buyer will always be able to file a claim as to the quality of the Products delivered, and Seller recognizes that the quality may not be ascertainable until the Products are used. This Agreement contains specific brand identifiers for whatever reason most items. Carnival expects that all items delivered will be at Buyer’s risk of the correct brand and item specification. In the event that Seller may charge for (but cannot deliver the contracted brand, the Buyer must be notified immediately. In the event that a brand is delivered that is not obligated to carry) insurance. If Buyer fails to provide shipping instructionsthe contracted brand and there is no prior written approval from the Buyer, Seller mayagrees that Buyer shall treat such Products, at its option, ship the Goods as test samples which are free of charge to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedBuyer.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production Seller will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at deliver the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods goods to Buyer at the address time or times and to the place or places specified in the order. Seller will package and ship the goods as specified in the order as or defined by the Buyer packaging team. Buyer will pay normal shipping charges and costs (including insurance, duties, transfer taxes and inspection fees) from Seller’s dock to the place of delivery, unless the Parties agree to other shipping terms. Risk of loss will transfer to Buyer at the time goods are delivered to Buyer. All Specifications will be considered to require that each good must be new when delivered to Buyer, unless the applicable Order Specifications expressly permit the delivery of used, reconditioned or remanufactured goods. Buyer may refuse to accept any goods that do not conform to all applicable Specifications or are otherwise defective (collectively, “nonconforming goods”), in which case those goods will not be considered to have been delivered by Seller, and invoice Buyer shall not be required to pay for those goods. Buyer and Seller will establish procedures for the containment, accumulation, sorting and return of nonconforming goods. In addition to other remedies available to Buyer for the Goodsnonconforming goods, Seller will pay all costs associated with the nonconforming goods, including without limitation internal and external sorting and containment costs, round- trip shipping costs for nonconforming goods, expedited freight for replacement parts, internal travel costs, labor and overtime, part replacement costs, repair and replacement costs for other goods affected by the nonconforming goods, and other corrective action costs related to the nonconforming goods. If Seller does not promptly deliver replacement goods, Xxxxx agrees may deliver written notice to make payment of such invoice when due under this AgreementSeller’s Designated Recipients that Buyer intends to accept the nonconforming goods, correct the nonconformity and charge Seller for Buyer’s reasonable costs incurred in making the correction. Buyer will accept have the right to correct nonconforming goods and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of deliverycharge Seller. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process will maintain customary records concerning Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days use of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedcorrected nonconforming goods.

Delivery. Delivery terms (per Incoterms® 2020) are stated Date Shares -------- ------ ---------------- --------------- ---------------- --------------- ---------------- --------------- Payment for the Common Stock which the undersigned has agreed to purchase on each Order. All Orders must include Buyer’s Delivery Date shall be made to the Company or forwarder’s address its order by certified or bank cashier's check in same day or New York Clearing House funds (as agreed to by the Company and are assumed the undersigned) at the (or at such other place as the undersigned and the Company shall agree) at 11:00 A.M., New York City Time, on such Delivery Date upon issuance and delivery to authorize immediate release upon ready-to-ship status the undersigned of the Common Stock to be purchased by the undersigned on such Delivery Date in such authorized denominations and, unless otherwise specified provided herein, registered in writing. All shipping dates are approximate; production will such names as the undersigned may designate by written or telegraphic communications addressed to the Company not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other less than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) five full business days following receipt prior to such Delivery Date. The obligation of packing list provided by Seller. Title the Company to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit sell and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report the undersigned to take delivery of and make payment for, Common Stock on each Delivery Date shall be subject to the conditions that (1) the purchase of Common Stock to be made by the undersigned shall not at the time of delivery be prohibited under the laws of the jurisdiction to which the undersigned is subject, (2) the sale of the Common Stock by the Company pursuant to this contract shall not at the time of delivery be prohibited under the laws of any shortages in shipments within three jurisdiction to which the Company is subject and (3) calendar days of receipt the Company shall have sold, and delivery shall have taken place, to the Purchasers such shares of the initial shipmentCommon Stock as are to be sold and delivered to them. Buyer In the event that the Common Stock is not sold to the undersigned because one of the foregoing conditions is not met, the Company shall not be liable to the undersigned for damages arising out of the transactions covered by this contract. Promptly after completion of the sale and delivery to the Purchasers, the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by copies of the opinions of counsel for the Company delivered to the Purchasers. Failure to take delivery of and make payment for the Common Stock by any purchaser under any other Delayed Delivery Contract shall not relieve the undersigned of its obligations under this contract. The undersigned represents and warrants that (a) as of the date of this contract, the undersigned is not prohibited under the laws of the jurisdictions to which the undersigned is subject from purchasing the Common Stock hereby agreed to be purchased and (b) the undersigned does not contemplate selling the Common Stock which it has agreed to purchase hereunder prior to the Delivery Date therefore. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This contract shall be governed by and construed in accordance with the laws of the State of New York. This contract may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. It is understood that the acceptance of any Delayed Delivery Contract is in the Company's sole discretion and, without limiting the foregoing, need not make any deduction from any payment due because of loss or damage to Goods in transitbe on a first-come, first-served basis. If Xxxxx makes the contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a written requestbinding contract between the Company and the undersigned when such counterpart is so signed. Yours very truly, Seller----------------------------------- By -------------------------------- -------------------------------- -------------------------------- Address Accepted, in its sole discretionas of the date first above written. WESTERN RESOURCES, may agree as a service to Buyer to process Xxxxx’s claim against INC. By_________________________________ Title______________________________ PURCHASER -- PLEASE COMPLETE AT TIME OF SIGNING The name and telephone and department of the freight vendor for any loss or damage in transit, so long as Seller receives representative of the claim within five (5) calendar days Purchaser with whom details of delivery of on the Goods. All claims will Delivery Date may be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noteddiscussed are as follows: (Please print.)

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Seller shall cause timely delivery of the correct quantity of Products specified in an Order. All Orders Time is of the essence with respect to Seller’s obligations hereunder. Seller shall ensure that it provides Buyer with regular order updates and with an Advanced Shipping Notification (ASN) once the Products are being transported to Buyer, confirming that the Products are in transit and the mode of transportation. If delivery of Products is not completed by the specified delivery date, Buyer reserves the right, in addition to its other rights, to return Products or terminate all or part of an Order and charge Seller with all costs, expenses and damages associated with such return or termination. Seller shall include a packing slip in a waterproof envelope secured to package on all shipments. Seller shall pack all Products in accordance with any instructions provided by Buyer and in accordance with good commercial practices to ensure that no damage results from weather or transportation. The packing slip must include adhere to Buyer’s specifications, as amended from time to time. Seller must, amongst other things, display the complete Order number and Product part number on the outside of each delivered package or forwarderbox and the label must strictly adhere to the Buyer’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified written instructions. If an Order comprises multiple boxes, a master label must also be provided in writingaccordance with the Buyer’s instructions. All shipping dates are approximate; production will not begin until receipt by FAILURE TO DO SO WILL ENTITLE THE BUYER TO REJECT A DELIVERY. Seller shall strictly comply with Xxxxx’s delivery instructions contained on an Order. Irrespective of complete manufacturingany delivery instructions stated elsewhere, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods prices charged to Buyer at location other than Seller’s location, (C) for goods are for delivery in accordance with 2020 Incoterms FCA. Risk of loss shall remain with Seller until delivery to Buyer’s representative facility or designee, or (D) mailing of an invoice to other designated location and acceptance after inspection by Buyer. Xxxxx agrees No charges for blocking, boxing, crating, dunnage, cartage, drayage or packaging will be allowed without the specific prior written approval of Buyer. Seller shall ensure that Product packaging and protection are suitable to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass keep the Products and all parts in good condition during its transportation to Buyer on tender of delivery, subject to Seller’s right to stop Goods and its storage in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaidfacilities thereafter. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship may return to Seller Products delivered earlier than the Goods to Buyer date specified on the Order, at Seller’s sole risk and expense and/or withhold payment until the address otherwise applicable payment period. The quantity of any goods that are delivered as part of the Products may not be greater or less than the amount specified in the applicable Order and invoice unless otherwise agreed to by Buyer for the Goodsin writing. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller mayBuyer, at its option, give written notice may return overshipments to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transitat Seller’s expense. If Xxxxx makes a written requestBuyer so returns Products in either case, Seller’s account shall be debited for the total amount or portion of any invoices (including shipping and freight expenses and taxes, in its sole discretionif applicable), may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedpaid thereon.

Delivery. Delivery terms (per Incoterms® 2020) The obligation of Seller to meet all delivery dates, specifications, and quantities set in this Order is of the essence. Deliveries are stated on each Order. All Orders must include Buyer’s or forwarder’s address to be made both in quantities and are assumed to authorize immediate release upon ready-to-ship status unless otherwise at times specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, this Order or such quantities and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery items specified pursuant to Buyer’s representative written instructions. Seller shall immediately notify buyer in the event that its timely performance under this Order is delayed or designeelikely to be delayed, in whole or in part, and Seller shall provide Buyer with all available information regarding the reasons for such delay. Unless otherwise specifically provided on the face of this Order, the product will be delivered DDP Buyer’s facility of manufacture (DIncoterms 2010). In the event this Order includes the delivery of equipment which requires installation, Seller shall install such equipment (at its sole expense) mailing of an invoice at Buyer’s designated site upon request from Buyer. Title and risk in the product shall remain with Seller until they are delivered at the point specified in the Order and transferred to Xxxxx’s possession at which time title and risk in the products shall transfer to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship either retain items received in advance of the Goods requested delivery schedule or return them to Buyer Seller at Seller’s risk and expense. If retained, payment and discount shall be based on the address specified in schedule delivery dates. In the applicable event that Seller fails to deliver as and when specified, Xxxxx reserves the right to cancel this Order, or any part thereof, without prejudice to its rights or remedies and Seller agrees that Xxxxx may return part or all of any so shipment made, and if this Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay calls for partial deliveries at shipments, the Agreement prices balance may be cancelled or suspended upon notice and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make charge Seller with any deduction from any payment due because of loss expedited routing charges or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long expense sustained as Seller receives a result of such failure to deliver as specified. Buyer reserves the claim within five (5) calendar days of delivery right to return the portion of the Goods. All claims will be waived unless accompanied by a delivery receiptshipment in excess of the quantity ordered, signed by freight vendorat Seller’s agent at time of delivery, on which receipt the loss or damage has been notedexpense.

Delivery. Delivery terms (per Incoterms® 2020) are stated arestated on each Order. All Orders must include Buyer’s or forwarder’s forwarder address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will productionwill not begin until receipt by Seller of complete manufacturingcompletemanufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx Buyer agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx Buyer has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard ratesrates per pallet, per day stored. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx Buyer agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx Buyer makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process XxxxxBuyer’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address Unless and are assumed only to authorize immediate release upon ready-to-ship status unless the extent otherwise specified agreed by Seller in writing, Seller shall deliver Products to Buyer or Carrier free on board (FOB) at the Delivery Location. All shipping dates are approximate; production will not begin until receipt by Seller Buyer hereby authorizes any Carrier to whom delivery of complete manufacturingProducts is made hereunder to act as Xxxxx’s agent for the purposes of acceptance of possession of such Products, shippingallocation of risk of loss, and credit informationtransfer of title. Tender of delivery is deemed Buyer shall comply, and shall cause Carriers to occur at the earliest of comply, with all applicable Laws (Aas hereinafter defined) acceptance of shipment by designated shipperand operating and safety rules, (B) allocation of Goods to Buyer at location other than Seller’s locationpolicies, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest procedures of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for and the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insuranceTerminal Operator. If Buyer fails to provide shipping instructionsor any Carrier does not comply with the foregoing requirements, Seller may, at its option, ship or Terminal Operator may refuse to connect or load Buyer or the Goods to Carrier in question. Buyer at the address specified in the applicable Order and/or Carriers shall provide adequate and invoice Buyer safe equipment for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days taking of delivery of Products purchased by Buyer hereunder. Seller or Terminal Operator reserves the Goodsright to refuse delivery into any equipment that Seller or Terminal Operator deems unsafe or unsatisfactory to receive such deliveries. All claims Buyer shall only take such delivery during the Delivery Location’s usual business hours. Seller will be waived unless accompanied issue loading numbers to Buyer for use by a Buyer and/or Carriers to take delivery receiptof Products from Delivery Locations. Any use of loading numbers by Buyer or its Carriers in taking delivery of Products shall constitute an authorized delivery (each an “Authorized Delivery”). Alternatively, signed any failure to use correct loading numbers, or to use loading numbers, by freight vendor’s agent at time Buyer or its Carriers in taking delivery of deliveryProducts shall constitute an unauthorized delivery (e.g., taking delivery from an account on which receipt Buyer is not authorized) (each an “Unauthorized Delivery”). In the loss event that Buyer or damage has been notedits Carrier takes an Unauthorized Delivery, then Seller is under no obligation to make any invoice corrections.

Delivery. Delivery terms are stated in each Order (per Incoterms® 2020) are stated on each Order). All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms [Buyer’s receiving dock at its warehousing facility located at ] [Supplier’s Supplier shall deliver the Products Ex Works loading dock located at ] (per Incoterms® 2020Incoterms 2018) are stated on each by the delivery due date identified in the Purchase Order. All Orders must include Buyer’s Products may not be delivered early, or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location any quantities other than Sellerthat identified in the Purchase Order, without Xxxxx’s locationprior written consent. Tooling Tooling shall be held by Supplier solely on a bailment-at-will basis. Only Buyer has any right, (C) delivery title or interest in and to BuyerTooling, except for Supplier’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of deliverylimited right, subject to SellerXxxxx’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for to use the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified Tooling in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment performance of such invoice when due Supplier’s obligations under this Agreement. Supplier shall not use the Tooling for any other purpose. Supplier shall not commingle Tooling with the property of Supplier or any other person and shall not move any Tooling from Supplier’s premises without the prior written approval by Buyer. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its optionany time, give written for any reason and without payment of any kind, retake possession of any Tooling without the necessity of payment or notice to Supplier, or a hearing or a court order, which rights, if any, are waived by Supplier. Upon Xxxxx’s request, Tooling will be immediately released to Buyer that Seller is ready and willing or delivered to deliverBuyer by Supplier. Supplier’s continued holding of Tooling after demand has been made by Buyer for delivery will substantially impair the value thereof, and, accordingly, Buyer will be entitled to a court order of possession without any need or proving damages or a bond. To the fullest extent permitted by law, Supplier shall not allow any lien or other encumbrance to be imposed on or attach to the Tooling through Supplier or as a result of Supplier’s action or inaction, and Supplier hereby waives any lien or other encumbrance that it may have or acquire in the Tooling. Supplier acknowledges and agrees that (i) Buyer is neither the manufacturer of the Tooling nor the manufacturer’s agent, (ii) Buyer is bailing Tooling to Supplier for Supplier’s benefit, (iii) Supplier has inspected the Tooling and is satisfied that the Tooling is suitable and fit for its intended purposes, of which Supplier is aware, and (iv) BUYER HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WHATSOEVER, EITHER EXPRESS OR IMPLIED, AS TO THE FITNESS, CONDITION, MERCHANTABILITY, DESIGN OR OPERATION OF THE BAILED PROPERTY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE. Notwithstanding the foregoing, if the bailment relationship described in this Section is deemed to be a secured financing transaction, Supplier grants to Buyer a continuing security interest in any rights or interests it may have in the Tooling. Supplier may not charge Buyer for the cost of manufacturing or procuring any Tooling unless Xxxxx agrees in writing to reimburse Supplier for Supplier’s actual reasonable costs of manufacturing or procuring such notice will constitute Tooling (a valid tender of delivery"Reimbursement Authorization"). Buyer must report any shortages shall pay Supplier only the actual cost of such Tooling, not to exceed the authorized amount, if any, stated in shipments within three (3) calendar days of receipt of the initial shipmentapplicable Reimbursement Authorization. Buyer may not make any deduction from any payment due because Supplier shall bear all risk of loss or of and damage to Goods Tooling. Supplier shall, at its own expense, for the benefit of Buyer, insure all Tooling with full and extended coverage for all losses, for its full replacement value, in transitaccordance with the terms of Section. If Xxxxx makes As and when it is commercially reasonable to do so, Supplier shall, at its sole cost and expense, maintain, repair, refurbish and replace Tooling. All replacement parts, additions, improvements, and accessories for such Tooling will automatically become Buyer’s property upon their incorporation into or attachment to the Tooling. All replacements of Tooling will also be Xxxxx’s property. Supplier shall replace any missing components of or inserts to any Tooling. Supplier will maintain a written requestinventory of all Tooling that sets forth a description and the location of all Tooling, Seller, in its sole discretion, may agree as and provide a service copy of this inventory to Buyer upon request. Supplier shall mark all Tooling permanently and conspicuously to process identify it as the property of Buyer, and indicate Xxxxx’s claim against name and address. Supplier shall immediately sign any documents reasonably requested by Xxxxx to evidence all of Buyer’s rights to and interests in Tooling. Supplier grants to Buyer a limited and irrevocable power of attorney, coupled with an interest, to execute and record on Supplier’s behalf any documents with respect to Tooling that Buyer determines are reasonably necessary to reflect Xxxxx’s interest in the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedTooling.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s forwarder address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, designee or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, deliver and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms The marine fuel delivered under this Contract shall be delivered at the Seller’s terminal if available, or by barge, or otherwise as agreed. In the event Buyer requests delivery by barge, as a courtesy to Buyer, Seller will arrange for such barging. Vessel will be bunkered as promptly as circumstances permit but Seller shall not be liable for any demurrage or any loss due to congestion at terminal or to prior commitments of available barges. Buyer shall pay all barging charges, including minimum charges, overtime, demurrage and pumpback fees. Buyer or vessel’s local agent shall give to Seller at each port where deliveries are required at least forty-eight (per Incoterms® 202048) are stated hours advance notice, Sunday’s and holidays excluded, of the exact quantity required and exact location and time at which delivery is required. Any change in delivery time or quantity by Buyer or vessel’s agent requires at least eighteen (18) hours advance notice from loading time. Any additional charges to accommodate such change will be for the Buyer’s account. Buyer shall make all connections and disconnections between the delivery hose and vessel’s intake pipe and shall render all other necessary assistance and provide sufficient tankage and equipment to receive promptly all deliveries hereunder. In no case shall Seller be liable for any damage or delay resulting from causes beyond their control or avoidable by due care on each Orderthe part of the Buyer or its vessel. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deliveries shall be deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will be complete and title shall pass to Buyer on tender of deliverywhen the marine fuel has reached the flange connecting the BUYER’S VESSEL’S BUNKER MANIFOLD WITH THE SELLER’S DELIVERY FACILITY (I.E., subject to Seller’s right to stop Goods in transit BUNKER BARGE). The marine fuel shall be pumped at the risk and to any interest peril of Seller reserved up to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If that flange only and thereafter Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should shall not be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor responsible for any loss or damage. Buyer shall indemnify Seller against all damage and liabilities arising from any acts or omissions of Buyer or its servants, ship’s officers or crews in transit, so long as Seller receives the claim within five (5) calendar days of connection with delivery of marine fuel under the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedContract.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address TIME AND QUANTITIES ARE OF THE ESSENCE UNDER THE ORDER Seller agrees to 100% on-time delivery of the quantities and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment times specified by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified stated in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipmentrelated releases. Buyer may change the rate of scheduled shipments or direct temporary suspension of scheduling shipment, neither of which entitle Seller to modify the price of the goods or services. Buyer shall not make be obligated to accept early deliveries, late deliveries, partial deliveries or excess deliveries. If it accepts an early delivery, it reserves the right to back-charge Seller for any deduction from any payment due because incidental storage charges caused by the early delivery. All shipments shall be made with Buyer designated or approved carriers. Risk of loss or damage to Goods goods in transit shall be upon Seller and Seller shall insure the goods in transit. The Supplier shall immediately inform Buyer if there is a risk of noncompliance with the most recent Delivery Plan issued by Buyer time to time. If delivery is not timely, Buyer may direct Seller to make expedited routing at Seller’s expense. Seller will enclose packing slips with all shipments showing Order numbers, descriptions, parts numbers and quantities. Buyer shall not be required to make payment for delivered goods in excess of specified quantities. Shipments in excess of that authorized by Xxxxx makes may be returned to Seller at Seller’s expense. The goods shall be properly packed, marked (including correlatively numbered if part of a written requestsingle delivery), Sellerloaded and shipped as required by this contract and by the transporting carrier. If delivery dates are not specified in this order, Seller shall procure materials and fabricate, assemble, and ship goods only as authorized in its sole discretion, shipment releases (“Releases”) issued by Buyer. Invoices in DUPLICATE showing Order and release number shall be rendered promptly after shipment has been made. Invoices received by Buyer five days or more after shipment may agree be re-dated as a service of date received and payment made according to Buyer terms of purchase. Seller will support EDI protocol and adhere to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days AIAG Bar Code Standards. Certificate of delivery of the Goods. All claims origin will be waived unless accompanied reflected in the delivery documents. Seller shall adhere to Buyer’s shipment and other requirements as set forth in the aforementioned Buyer’s Supplier Procedural Manual, as they may change from time to time, previously incorporated by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedreference.

Delivery. Delivery Where Buyer fails to give timely delivery instructions to enable Seller to make deliveries in accordance with the terms of this Agreement, Seller may at its option (per Incoterms® 2020i) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All hold the goods due at its shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held point for Buyer’s account, Seller may invoice in which case Buyer shall be liable to pay storage charges for such goods at appropriate storage rates as established by Seller; and/or (ii) a reasonable time following notice to Buyer, cancel the order for the Goodsgoods, in which case Buyer shall be liable to pay appropriate cancellation charges as well as established by Seller. Shipping dates and delivery dates are approximate and shall not operate to bind Seller to ship or make deliveries on the dates stated herein. Seller shall have no liability for storagedelays in shipment resulting from circumstances beyond its reasonable control. Storage fees will Unless specific tolerances are set forth in this Agreement, Seller shall have the right to deliver such quantities of the goods ordered within limits reasonable in trade practice and Buyer shall be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and termsquantity actually delivered. If Where a specific source for the goods is indicated in this Agreement, Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer agrees that Seller is ready obligated only to deliver goods supplied or manufactured or by the designated mill, plant or source. Buyer agrees that, in the event that Seller is unable to obtain the goods from such designated source, Seller shall have the exclusive option (i) to replace the contracted for goods with similar goods from another source; or (ii) to allocate its available goods from the designated source among its own uses and willing its customers in such manner as Seller in its absolute discretion deems fit; or (iii) to delivercancel this contract without any further liability or obligation to Buyer. Date of shipment and routing are at Seller's option unless otherwise specified. Delivery of goods to a carrier shall constitute delivery to Buyer, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss Seller shall have no liability for risk or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit. Seller reserves the right to make minor changes without notice to the material, so long as Seller receives the claim within five (5) calendar days of delivery product or construction methods of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedgoods.

Delivery. Delivery terms (per Incoterms® 2020a) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship deliver the Goods to Buyer at the address specified in Ship To by the applicable Order Date Required, each as listed on the face of this Purchase Order. Time of deliveries is of the essence. Seller shall prepay all shipment and invoice Buyer transportation expenses, taxes, contributions and assessments and shall bear all risk of loss and be responsible for the GoodsGoods subject to this Purchase Order until the same are delivered to Buyer at the Ship To, and Seller shall bear all risks as to rejected Goods after inspection and any notice of rejection. Xxxxx (b) Seller agrees to make payment of such invoice when due under this Agreement. Buyer will accept properly ship and pay prepare for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt transportation all of the initial shipment. Buyer may not make any deduction from any payment due because of loss or Goods so as to prevent damage to Goods in transit. Seller further agrees that Seller shall before delivery provide protection for all of the Goods from loss, damage, corrosion, deterioration, contamination and other injury or harmful conditions during storage, handling and shipment or transportation; in addition, Seller shall ensure that the Goods comply with all other requirements of this Purchase Order. (c) No substitution of Goods subject to this Purchase Order is permitted unless accepted in writing by Buyer. If Xxxxx makes a written request, Seller, in its sole discretionthrough no fault of Buyer, may agree as a service does not deliver the Goods according to Buyer to process Xxxxx’s claim against the freight vendor terms of this Purchase Order, Seller shall be liable for any loss or damage in transit, so long as Seller receives resulting costs and losses whatsoever incurred by Buyer. (d) Buyer reserves the claim within five (5) calendar days of right to postpone delivery of the GoodsGoods for a reasonable period of time. All claims will (e) If Seller fails to meet the delivery deadline established under this Purchase Order, Buyer may terminate all or part of this Purchase Order. In addition to any other remedies available to Buyer, Buyer shall have the right upon any such termination to purchase or otherwise procure goods or services similar to that specified in this Purchase Order, and Seller shall be waived unless accompanied by a delivery receiptliable for any cost, signed by freight vendor’s agent at time of delivery, on which receipt the loss expense or damage has been notedincurred by Buyer in excess of the Price.

Delivery. Delivery terms Unless otherwise agreed in advance in writing by Seller, delivery of the goods and services, if any, specified herein (per Incoterms® 2020“Goods”) are stated on each Ordershall be F.O.B. point of shipment. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance Acceptance of shipment by a common carrier, or designated shipper, (B) or licensed public truckman, allocation of Goods to Buyer at location premises other than Seller’s location, (C) delivery to Buyer’s representative or designeedesignee (if Seller’s trucks and drivers effect such delivery), or (D) mailing of an invoice by Seller to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt , whichever of packing list provided by Seller. Title to Goods will pass to Buyer on the foregoing first occurs, shall constitute tender of delivery. Upon tender of delivery, title shall pass to Buyer, subject to Seller’s right to stop Goods rights of stoppage in transit and to any interest of Seller reserved to secure Buyer’s payment or performance performance. In the instance of Goods held subject to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx instructions, goods for which Buyer has failed to supply shipping instructions instructions, or because in any case where Seller, in its sole discretion, determines that any part of the Goods should be by held for Buyer’s account, Seller may invoice the Goods and Buyer for agrees to make payment at the Goods, as well as for storage. Storage fees will be at Seller’s standard ratesmaturity of the invoice so rendered. Goods invoiced and held at any location location, for whatever reason will reason, shall be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insuranceinsurance and storage at prevailing rates. If Partial deliveries shall be accepted by Buyer fails to provide shipping instructions, Seller may, and paid for at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement contract prices and terms. If When Buyer declares has declared or indicates manifested an intention not to not accept deliverydelivery in accordance with any order, no tender shall be necessary but Seller may, at its option, give written notice in writing to Buyer that Seller is ready and willing to deliver, deliver and such notice will shall constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedACCEPTANCE OF THE PRODUCTS OR SERVICE ITEMS BY BUYER UPON DELIVERY SHALL CONSTITUTE A WAIVER BY BUYER OF ANY CLAIM FOR DAMAGES ON ACCOUNT OF DELAY IN DELIVERY OR PERFORMANCE.

Delivery. Delivery terms (per Incoterms® 2020) The delivery date shall be as indicated in the order confirmation. The delivery terms, indicated in the order confirmation, are stated on each Orderto be considered as part of this General Terms of Sale. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance Acceptance of shipment by designated shipper, (B) a com- mon carrier or allocation of Goods equipment to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to BuyerPurchaser shall constitute delivery. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will Thereupon responsibility shall pass to Buyer on tender of deliveryPurchaser, subject to Seller’s right of stoppage in transit. Where a trade term has been agreed, it shall be interpreted in accordance with the INCOTERMS in force at time of contract. If no trade term is specifical- ly agreed delivery shall be considered to stop Goods be ExWorks.Unless expressly specified in the INCOTERMS, goods in transit and to any interest always travel at Purchaser’s risk. Purchaser will bear all costs involved in removing the goods from Seller’s premises. Delivery of Seller reserved to secure Buyer’s payment all or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should the order is contingent upon Seller’s ability to obtain supplies, raw materials and service through its regular sources of supply. Should Seller, temporally or permanently, be held unable to deliver the products for Buyer’s accountreasons not imputable to the same such as force majeure, (e.g. earthquake, strikes, lockout, lack of means of transportation, authority ordinance, floods, etc.) it will be released from all delivery and indemnification obligations towards Purchaser for the entire duration of the period in which the impediment and its effects last. Upon the occurrence of such impediment, Seller may invoice Buyer will promptly inform Purchaser thereof. In the aforesaid cases, delays in delivery shall not give any right to Purchaser to claim for damages or to cancel the Goodsorder. Delivery time shall commence from the date of the order confirmation, as well as for storagebut not before Seller having received, from Purchaser, all necessary drawings and approvals, if any, or down pay- ment. Storage fees Partial deliveries shall not be refused by Xxxxxxxxx and will be paid for at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement contract prices and terms. If Buyer declares or indicates the delay, not caused by an intention event of forcemajeure, exceeds 90 (ninety) days, Purchaser will be allowed to cancel the outstanding part of the order. Each party may terminate the purchase agreement in the event that its effects, due to events mentioned above, becomes excessively onerous and therefore the contract is no longer of interest for such party. If Seller performs the installation of goods, Purchaser will have to take care of and preserve the delivered goods, until the completion of installation. Purchaser shall pick up the purchased products at the dates agreed, unless otherwise agreed between the parties. Purchaser’s requests in this regard shall be taken into consideration by Seller, provided that Purchaser has made its request at least 30 (thirty) days before the original delivery date. If Purchaser does not accept deliverypick up the purchased goods at the agreed date, Seller may, at its option, give written notice will have the right to Buyer that invoice and receive payment for any equipment not picked up. The costs of storage will be born by Xxxxxxxxx. Reserve of property All goods supplied shall remain property of Seller is ready until such time as full payment will have been received from Purchaser in settlement of all pertaining Seller’s invoices. Cheques and willing to deliver, bills of exchange issued by Pur- chaser will be considered as payment only after having been cashed by Seller’s bank. Claims and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of complains Purchaser shall inspect the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, delivered goods and notify Seller, in its sole discretionwriting and within 8 (eight) days from the delivery date, of defects found or that may agree be found upon a preliminary inspection, or any other claim re- lated to the goods. Should Purchaser fail to make such notification, the goods shall be deemed as a service definitely accepted and in compliance with what set forth in the contract, without being prejudicial to Buyer the possibility to process Xxxxx’s claim against report any hidden defect, assuming this is within the freight vendor for warranty period; in any loss or damage in case the notification of the de- fects must be communicated within 8 (eight) days from the discovery thereof. If the received goods have been damaged during transit, so long as Seller receives Purchaser will have to highlight this on the claim within five (5) calendar days C.M.R. or on the Delivery note. Expenses related to the shipment of delivery any eventual returns shall be borne by Purchaser. Possible objections concerning part of the Goodsgoods delivered, or a single shipment of the same, shall have no effect on the rest of the order, nor on the payment of goods already received and not promptly challenged. All claims Payment Payment shall be upon those terms agreed to by Purchaser and Seller. In the event there is no agreement, payment shall be by Cash in Advance. Failure by Purchaser to effect payment at due date will result in Seller cancelling all express warranties, not with standing taking recourse to remedies provided by the law. In case of delayed payment, Purchaser will automatically be waived unless accompanied by charged interest calculated pursuant to the Italian decree Warranty Seller warrants to Purchaser all equipment to be free from defects in material and workmanship for aperiod not exceeding 1 year from the date of installation of the equipment, but for a delivery receiptmaximum of 18 months from the shipping date. This obligation is limited to repairing and replacing, signed by freight vendorat Seller’s agent at time of deliveryfactory, on which receipt any part found faulty during said period, with the loss or damage has been noted.following limitations:

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless Unless otherwise specified agreed in writing. All shipping dates are approximate; production will not begin until receipt writing by Seller of complete manufacturingthe Seller, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods shall take place at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because place of business. Services shall be provided at such venue(s) specified in Seller, in its sole discretion, determines that any part ’s quotation. Any dates specified by Seller for delivery of Goods should or performance of Services are intended to be held an estimate and time for Buyer’s accountdelivery shall not be made of the essence by notice. If no dates are specified, delivery/performance shall be within a reasonable time. Subject to the other provisions hereof, Seller may invoice Buyer shall not be liable for the Goodsany direct, as well as for storage. Storage fees will be at indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in delivery of Goods or Services (even if caused by Seller’s standard rates. Goods invoiced and held at negligence), nor shall any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated delay entitle Buyer to carry) insuranceterminate or rescind the Contract unless such delay exceeds 180 days. If for any reason Buyer fails to provide shipping accept delivery of Goods when ready, or Innovative Measurement Technology is unable to deliver Goods on time because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk in Goods shall pass to Buyer; (ii) Goods shall be deemed to have been delivered; and (iii) Seller maymay store Goods until delivery, at its optionwhereupon Buyer shall be liable for all related costs. The quantity of any consignment of Goods as recorded by Seller on dispatch from Seller’s place of business shall be conclusive evidence of the quantity received by Buyer on delivery, ship unless Buyer can provide conclusive evidence proving the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreementcontrary. Buyer will accept shall provide Seller in a timely manner and pay for partial deliveries at no charge access to its facilities as required by Seller to perform Services, informing Innovative Measurement Technology (Seller) of all health/safety rules and security requirements. Buyer also shall obtain and maintain all licenses/consents and comply with all legislation in relation to the Agreement prices and termsServices. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt Seller’s performance of the initial shipment. Services is prevented/delayed by any act/omission of Buyer, Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, shall pay Seller all costs incurred by Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted. Reftekk does not ship copper tubing via LTL due to risk of damage. If Buyer requests LTL shipment for copper tubing to reduce freight costs, Buyer is solely responsible for any damage that occurs during transit. No refunds of any kind will be provided for LTL shipments.

Delivery. Delivery terms (per Incoterms® 2020) are FCA Seller’s dock unless otherwise stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location premises other than Seller’s location, or (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods of stoppage in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Sellerperformance, even if irrespective of any freight is included allowance or prepaidprepayment of freight. If Seller holds Goods at per Buyer’s instruction instructions or because Xxxxx Buyer has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be Goods and Buyer agrees to make payment at Seller’s standard ratesthe maturity of the invoice rendered. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails , storage and other expenses incident to provide shipping instructions, Seller may, such delay at its option, ship the Goods to prevailing rates. Partial deliveries will be accepted by Buyer and paid for at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If When Buyer declares has declared or indicates manifested an intention not to not accept delivery, no tender will be necessary, but Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, deliver and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because hereunder by reason of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless Unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt agreed by Seller and Buyer, the Laser Products are sold F.O.B. Tucson, Arizona and shipped collect by certified carrier. Except in the case of complete manufacturingspecially designed shipping containers supplied by Seller or otherwise agreed in writing by Seller, shippingSeller shall ship all laser oscillators in "air ride" vans to avoid damage due to excessive shock. FAILURE TO COMPLY WITH THIS PARAGRAPH 11 SHALL VOID THE WARRANTY REFERRED TO IN PARAGRAPH 13. In the event that any Laser Products are received by Buyer in a damaged condition, Buyer should cease unpacking such Laser Products, request an immediate inspection by the common carrier responsible for delivery, and credit informationfurnish the carrier's written report to Xxxxx's insurer and to Seller. Tender of Where a delivery date is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative or designee, or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided specified by Seller, that date reflects Seller's best estimate for the probable time required for completion of Xxxxx's order. Title Seller will use reasonable and diligent efforts to Goods will pass effect shipment on or before the date indicated. Seller shall not be liable, directly or indirectly, for any delay or failure in performance or delivery or inability to Buyer on tender perform or deliver, including without limitation where such delay, failure or inability arise or results form any cause beyond Seller's control or beyond the control of deliverySeller's suppliers or contractor, subject to Seller’s right to stop Goods including, but not limited to, strike, boycott or other labor disputes, embargo, governmental regulation, inability or delay in transit and to obtaining materials. IN NO EVENT SHALL SELLER, IN THE EVENT OF DELAYS OR IN ANY OTHER CIRCUMSTANCES, BE LIABLE TO BUYER OR ANY THIRD PARTIES FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR CONTINGENT DAMAGES, EVEN IF SELLER SHALL BE ADVISED BY BUYER OF THE POSSIBILITY THEREOF. In the event of any interest of Seller reserved to secure Buyer’s payment such delay or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, failure in its sole discretion, determines that any part of Goods should be held for Buyer’s accountperformance, Seller shall have such additional time within which to perform its obligations under this Contract as may invoice Buyer reasonably be necessary under the circumstances; and Seller shall also have the right, to the extent necessary in Seller's reasonable judgment, to apportion fairly among its various customers in such manner as Seller may consider equitable Laser Products then available for the Goodsdelivery. If, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at a result of any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructionssuch contingency, Seller may, at its option, ship the Goods is unable to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due perform under this Agreement. Buyer will accept and pay for partial deliveries at Contract in whole or in part, then, to the Agreement prices and terms. If Buyer declares or indicates an intention extent that it is unable to not accept deliveryperform, Seller maythis Contract shall be deemed terminated without liability to either party, at its optionbut shall remain in effect as to the unaffected portion of this Contract, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedif any.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Time is of the essence for any Order. All Orders must include Failure by Seller to meet delivery dates specified in Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless otherwise specified Order may result in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods substantial damages to Buyer at location other than Seller’s location, (C) delivery due to Buyer’s representative or designee, or (D) mailing commitments to its customers and will constitute a material breach of an invoice to Buyerthis Order. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on tender of delivery, subject to Seller’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its optionoption take one or more of the following actions: (a) extend the time for delivery; (b) cancel the Order in whole or in part; (c) require Seller to ship all or part of the Wafers by prepaid air freight at Seller’s expense until Seller’s deliveries are in accordance with the requirements of the Order. Buyer will not be liable to Seller for any cost, expenses or loss whatsoever occasioned by a cancellation of the Order. Xxxxxx agrees to pay Buyer any penalty and/or damages imposed upon or incurred by Xxxxx resulting from Xxxxxx’s failure to deliver the Wafers on the specified delivery dates. If unspecified in an Order, Seller shall deliver the Wafers FCA (Incoterms 2020) Seller’s facility. Title and risk of loss shall pass to Buyer upon Seller’s delivery of Wafers to Buyer. Seller shall not ship Wafers earlier than the Goods delivery date specified in Buyer’s Order, it being understood that if Seller builds ahead Wafers pursuant to an Order submitted by Buyer, delivery may be made pursuant to the requested delivery date stated in such Order. Seller will promptly notify Buyer in writing of any delivery delays or pull-ins in Wafer exit-factory dates, and supply to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries least weekly or at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written time upon specific request, Seller, a Work in its sole discretion, may agree Progress (WIP) report. Any changes to such report must be mutually agreed upon. The average cycle time shall be at least as a service short as those Wafers supplied to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage other Seller customers in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedsimilar volumes.

Delivery. Delivery terms of the goods shall be made to such location and on such date as the Buyer shall direct. Any date agreed between the parties for such delivery shall be of the essence of the Agreement and the Buyer shall be entitled to terminate, without notice, the whole or any part of this Agreement if this clause is not complied with by the Supplier. Where the Buyer terminates the whole or part of the Agreement in accordance with Clause 5.1: All sums payable by the Buyer in relation to the whole or part of the contract cancelled shall cease to become payable; All sums paid by the Buyer in relation to the whole or part of the contract cancelled shall be repaid by the Supplier immediately; the Buyer shall be entitled to recover damages from the Supplier for any loss caused as a result of the Supplier’s failure to deliver the goods and/or as a result of the cancellation of the whole or part of the contract The Supplier will ensure that due care and attention is taken in the delivery of the goods in this order so as to reach their destination in a good and undamaged condition. This should include: Any instructions included in the Purchase Order; Any applicable regulatory requirements around the correct packing and delivery of the ordered goods. Goods must be properly packed and secured to ensure that they reach their destination in good condition. The Supplier shall deliver the goods on the supply date set out in the Purchase Order (per Incoterms® 2020) or an earlier date agreed with the Buyer), to one of our premises as instructed by the Buyer and during normal business hours. The goods shall be deemed delivered to the Buyer on unloading in accordance with this paragraph. If the goods require installation or commissioning, the Supplier shall be responsible for these activities unless the Purchase Order states otherwise. Where goods and/or services are stated to be supplied in agreed instalments, the contract is still to be treated as a single contract. If the Supplier fails to deliver or perform any instalment the Buyer may treat the whole contract as repudiated. The Supplier will notify the Buyer of any hazards in completing the Purchase Order which may impact on each Orderthe health and safety of any person or property. All Orders must include Buyer’s or forwarder’s address and are assumed Such notification should be provided to authorize immediate release upon ready-to-ship status unless otherwise specified in writing. All shipping dates are approximate; production will not begin until receipt by Seller of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location other than Seller’s location, (C) delivery to Buyer’s representative stated on the Purchase Order. If the goods contain hazardous materials then the Supplier shall ensure that all goods, packing materials, documentation and declarations are clearly marked with the relevant international danger symbol, description of hazard and include relevant emergency information in the recognised language for the country where the goods are to be delivered. If the goods are perishable or designeehave a life expectancy of a fixed duration or if there are any circumstances known which would adversely affect the life-span of the goods, the Supplier shall advise the Buyer upon delivery (and in writing) of all necessary and appropriate information relating thereto and such information shall form part of the description of the goods. If the delivery of goods and/or services occurs on the Buyer’s premises this sub-section will apply. The Supplier will ensure that best industry standards are adopted for the health and safety both of its personnel and of any other individuals affected by its actions. The Buyer may refuse or (D) mailing terminate access to any individual whom we reasonably consider undesirable to have on its premises. Supplier Personnel must, while on the Buyer’s premises, comply with all reasonable requirements as to security, health and safety routines, times and areas of an invoice access, and otherwise. The Supplier will be responsible to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to the Buyer on tender of delivery, subject to Sellera full indemnity basis for all damage and/or injury caused by the Supplier’s right to stop Goods in transit and to any interest of Seller reserved to secure Buyer’s payment or performance to Seller, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because Xxxxx has failed to supply shipping instructions or because Seller, in its sole discretion, determines that any part of Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be at Seller’s standard rates. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance. If Buyer fails to provide shipping instructions, Seller may, at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares or indicates an intention to not accept delivery, Seller may, at its option, give written notice to Buyer that Seller is ready and willing to deliver, and such notice will constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been notedstaff.

Delivery. Delivery terms All prices are EXW (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon readyEx-to-ship status Works)(per Incoterms 2010), unless otherwise specified by Seller in writing. All shipping dates are approximate; production , and any time period indicated for a shipment will not begin commence until receipt by Seller at Seller’s plant of complete manufacturing, shipping, and credit information. Tender of delivery is deemed to occur at the earliest of (A) acceptance Acceptance of shipment by designated shipper, (B) allocation of Goods to Buyer at location premises other than Seller’s location’s, (C) delivery to Buyer’s representative or designee, designee or (D) mailing of an invoice to Buyer. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt , whichever first occurs, will constitute tender of packing list provided by Seller. Title to Goods delivery and title will pass to Buyer on tender of deliveryBuyer, subject to Seller’s right to stop Goods of stoppage in transit and to any interest of Seller reserved to secure Buyer’s payment or performance performance, irrespective of any freight allowance or prepayment of freight. In the case of Goods held subject to SellerXxxxx’s instructions, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because for which Xxxxx has failed to supply shipping instructions instructions, or because in any case where Seller, in its sole discretion, determines that any part of the Goods should be held for Buyer’s account, Seller may invoice Buyer for the Goods, as well as for storage. Storage fees will be Goods and Xxxxx agrees to make payment at Seller’s standard ratesthe maturity of the invoice rendered. Goods invoiced and held at any location for whatever reason will be at Buyer’s risk and Seller may charge for (but is not obligated to carry) insurance, storage and other expenses incident to such delay at their prevailing rates. If Partial deliveries shall be accepted by Buyer fails to provide shipping instructions, Seller may, and paid for at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement prices and terms. If Buyer declares When Xxxxx has declared or indicates manifested an intention not to not accept delivery, no tender shall be necessary but Seller may, at its option, give written notice in writing to Buyer that Seller is ready and willing to deliver, deliver and such notice will shall constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.

Delivery. Delivery terms (per Incoterms® 2020) are stated on each Order. All Orders must include Buyer’s or forwarder’s address and are assumed to authorize immediate release upon ready-to-ship status unless Unless otherwise specified herein, delivery of the goods, and services. If any, specified herein ("Goods") shall be F.O.B. point of shipment. Any delivery date specified herein is approximate only. Seller assumes no liability for failure or delay in writing. All shipping dates are approximate; production will not begin performance until receipt 5 days after written notice of intention to cancel shall have actually been received by Seller, and Buyer shall be obligated to accept any conforming Goods shipped by Seller of complete manufacturing, shipping, and credit informationduring such period. Tender of delivery is deemed to occur at the earliest of (A) acceptance Acceptance of shipment by a common carrier, designated shippershipper or licensed public truckman, (B) or allocation of Goods to Buyer at location premises other than Seller’s location, (C) 's delivery to Buyer’s 's representative or designeedesignee (if Seller's trucks and drivers effect such delivery), or (D) mailing of an invoice by Seller to Buyer, whichever of the foregoing first occurs, shall constitute tender of delivery. Xxxxx agrees to provide Seller with defined shipping instructions within seven (7) business days following receipt of packing list provided by Seller. Title to Goods will pass to Buyer on Upon tender of delivery, title shall pass to Buyer, subject to Seller’s 's right to stop Goods of stoppage in transit and to any interest of Seller reserved to secure Buyer’s 's payment or performance performance. In the instance of Goods held subject to SellerXxxxx's instructions, even if freight is included or prepaid. If Seller holds Goods at Buyer’s instruction or because for which Xxxxx has failed to supply shipping instructions instructions, or because in any case where Seller, in its sole discretion, determines that any part of the Goods should be held for Buyer’s 's account, Seller may invoice the Goods and Buyer for agrees to make payment at the Goods, as well as for storage. Storage fees will be at Seller’s standard ratesmaturity of the invoice so rendered. Goods invoiced and held at any location location, for whatever reason will reason, shall be at Buyer’s 's risk and Seller may charge for (but is not obligated to carry) insuranceinsurance and sto e at prevailing rates. If Partial deliveries shall be accepted by Buyer fails to provide shipping instructions, Seller may, and paid for at its option, ship the Goods to Buyer at the address specified in the applicable Order and invoice Buyer for the Goods. Xxxxx agrees to make payment of such invoice when due under this Agreement. Buyer will accept and pay for partial deliveries at the Agreement contract prices and terms. If When Buyer declares has declared or indicates manifested an intention not to not accept deliverydelivery in accordance with any order, no tender shall be necessary but Seller may, at its option, give written notice in writing to Buyer that Seller is ready and willing to deliver, deliver and such notice will shall constitute a valid tender of delivery. Buyer must report any shortages in shipments within three (3) calendar days of receipt of the initial shipment. Buyer may not make any deduction from any payment due because of loss or damage to Goods in transit. If Xxxxx makes a written request, Seller, in its sole discretion, may agree as a service to Buyer to process Xxxxx’s claim against the freight vendor for any loss or damage in transit, so long as Seller receives the claim within five (5) calendar days of delivery of the Goods. All claims will be waived unless accompanied by a delivery receipt, signed by freight vendor’s agent at time of delivery, on which receipt the loss or damage has been noted.00 0-000-000-0000