DELIVERY AND PASSAGE OF TITLE. 3.1 Time is of the essence of this Order. If Seller fails to deliver the goods or complete the services as scheduled, Buyer may assess such amounts as may be set in the Supply Agreement as liquidated damages for the agreed delay period. The parties agree that such amounts, if assessed, are an exclusive remedy for the agreed delay period, except as expressly provided in Sections 3(c) and 13(b) of the Supply Agreement; are a reasonable pre-estimate of the damages Buyer will suffer as a result of delay based on circumstances existing at the time the Order was issued; and are to be assessed as liquidated damages and not as a penalty. In the absence of agreed to liquidated damages, Buyer shall be entitled to recover damages that it incurs as a result of Seller’s failure to perform as scheduled. Unless expressly stated to the contrary, Buyer’s remedies are cumulative and Buyer shall be entitled to pursue any and all remedies available at law or equity. Further to the foregoing, Seller shall not make material commitments or production arrangements in excess of the amount or in advance of the time necessary to meet Buyer’s delivery schedule. Should Seller enter into such commitments or engage in such production, any resulting exposure shall be for Seller’s account.
DELIVERY AND PASSAGE OF TITLE. Time is of the essence on all purchase orders, except that delivery dates will be framed in terms of calendar months and orders will not be deemed late until after the end of such calendar month. If Company fails to deliver the Commercial Product or Pre-Commercial Product or to complete any services furnished hereunder, then Distributor shall be entitled, in addition to the remedies available elsewhere under the Agreement, to assess an amount, as liquidated damages for delay, equal to [***] of the total dollar value of Distributor's order for the first month of delay and [***] of the total dollar value of Distributor's order per subsequent month of delay; provided, (a) that such remedy will be capped at [***], (b) if the order is more than three months late, then Distributor may cancel the order, and (c) such liquidated damages will only be available to Distributor for those orders to the extent that Distributor has provided such remedy to its Customer. Company agrees that such amounts are a reasonable pre-estimate of the damages which Distributor may suffer as a result of such delay, and are to be assessed as liquidated damages and not as a penalty. Where such liquidated damages are available to Distributor, they shall be Distributor's only remedy for Company's failure to make timely delivery, other than the remedies for non-performance expressly set forth in this Agreement. Commercial Product or Pre-Commercial Product which will be shipped from within the United States for delivery within the United States shall be delivered FOB Company's designated, continental U.S. manufacturing facility, unless otherwise agreed in writing by Company and Distributor. Commercial Product or Pre-Commercial Product delivered to Distributor in advance of schedule may be returned to Company at Company's expense. Title shall pass to Distributor upon delivery to Distributor FOB Company's designated, continental U.S. manufacturing facility.
DELIVERY AND PASSAGE OF TITLE. 2.1 All goods ordered shall be subject to inspection or verification by Buyer or its authorized agent (a) during the period of manufacture, (b) prior to shipment, and (c) at destination, notwithstanding any prior payment, inspection or terms of shipment. Inspection by Buyer or its authorized agent, failure of Buyer or its agent to make adequate inspection, or acceptance by Buyer shall in no event limit or discharge the obligations of Seller to comply with the provisions of this Order. Payment for any goods hereunder shall not be deemed acceptance thereof. All risk of loss or damage to the goods will remain Seller’s until delivered to and accepted by Xxxxx at the point specified in the Order, unless Buyer and Seller agree otherwise in writing.
DELIVERY AND PASSAGE OF TITLE. 4.1 Time is of the essence with respect to the Purchase Order. If Seller fails to deliver the goods or complete the services as scheduled, Buyer may, at Buyer’s sole discretion: (i) assess such amounts as may be set on the face of the Purchase Order as liquidated damages for the agreed delay period; (ii) require Seller, at Seller’s cost, to forward all goods by fastest method (express premium air, sea and/or land delivery) to the destination point determined by Buyer; (iii) buy the undelivered goods and/or services elsewhere and charge Seller the excess cost and expenses over the price set forth in the Purchase Order; and/or (iv) suspend or terminate the Purchase Order in accordance with Section 12.
DELIVERY AND PASSAGE OF TITLE. 3.1 Seller shall deliver all Products and Services, including Deliverables within Buyer’s delivery schedule as set forth in the Order. If Seller does not comply with Xxxxx's delivery schedule, Buyer may require delivery by fastest method at Seller’s cost. Unless expressly agreed to the contrary in writing, Xxxxx’s remedies are cumulative and Buyer shall be entitled to pursue any and all remedies available under applicable law, contract and/or equity, including but not limited to Buyer’s right to terminate this Order for default.
DELIVERY AND PASSAGE OF TITLE. (a) Time is of the essence of each Purchase Order. Buyer shall be entitled to recover damages that it incurs as a result of Seller’s failure to perform as scheduled. Unless expressly stated to the contrary, Buyer’s remedies are cumulative and Buyer shall be entitled to pursue any and all remedies available at law or equity. Time is hereby made of the essence of each order. If delivery of goods is not completed by the date set forth in a Purchase Order, Buyer reserves the right, without liability and in addition to its other rights and remedies at law, in equity or under the terms of the Agreement and/or such Purchase Order, to purchase elsewhere and hold Seller liable for any additional loss, cost, damage or expense incurred thereby. Seller shall pay any loss, cost, damage or expense resulting from the untimely receipt of the goods ordered. Seller shall notify Buyer immediately if it is unable to ship timely. Buyer shall have the right to refuse any goods with untimely delivery and to cancel the balance of a Purchase Order for any part of the goods due after untimely delivery of any installments. By accepting the untimely delivery of any installment, Buyer shall not be bound to accept future shipments nor be deprived of its right to return goods already accepted nor to claim damages for untimely delivery. If Buyer accepts any advance shipment (other than requested by it) under any Purchase Order, payment terms on such shipment shall be computed from the required shipping date.
DELIVERY AND PASSAGE OF TITLE. Time is of the essence of this Purchase Order. KS shall be entitled to recover damages that it incurs as a result of Seller’s failure to perform as scheduled. Unless expressly stated to the contrary, KS’s remedies are cumulative and shall be entitled to pursue any and all remedies available at law or equity. Time is hereby made of the essence of the Purchase Order. If delivery of goods is not completed by the date set forth in the Purchase Order, KS reserves the right, without liability and in addition to its other rights and remedies at law, in equity or under the terms of the Purchase Order, to purchase elsewhere and hold Seller liable for any additional loss, cost, damage or expense incurred thereby. Seller shall pay any loss, cost, damage or expense resulting from the untimely receipt of the goods ordered. Seller shall notify KS immediately if it is unable to ship timely. KS shall have the right to refuse any goods with untimely delivery and to cancel the balance of the Purchase Order for any part of the goods due after the untimely delivery of any installments. By accepting the untimely delivery of any installment, KS shall not be bound to accept future shipments nor be deprived of its right to return goods already accepted nor to claim damages for untimely delivery. If KS accepts any advance shipment (other than required by it) under any Purchase Order, payment terms on such shipment shall be computed form the required shipping date.
DELIVERY AND PASSAGE OF TITLE. 3.1 Buyer reserves the right, without liability, to take any or all of the following actions if for any reason Seller does not substantially comply with its delivery obligations specified in the Order: (i) assess a late delivery fee of no more than 2 % per day of the invoice amount of late deliveries of Products, (ii) submit a revised Purchase Order
DELIVERY AND PASSAGE OF TITLE. 2.1 All goods ordered shall be subject to inspection or verification by Buyer or its authorized agent (a) during the period of manufacture, (b) prior to shipment, and (c) at destination, notwithstanding any prior payment, inspection or terms of shipment. Inspection by Buyer or its authorized agent, or acceptance by Buyer shall in no event limit or discharge the obligations of Seller to comply with the provisions of this Order. Payment for any goods hereunder shall not be deemed acceptance thereof. All risk of loss or damage to the goods will remain Seller’s until delivered to and accepted by Xxxxx at the point specified in the Order, unless Buyer and Seller agree otherwise in writing.
DELIVERY AND PASSAGE OF TITLE. 3.1 Time is of the essence of this Order. If Seller fails to deliver the goods or complete the services as scheduled, Buyer may assess such amounts as may be set on the face of an Order as liquidated damages for the agreed delay period. The parties agree that such amounts, if assessed, are an exclusive remedy for the agreed delay period; are a reasonable pre-estimate of the damages Buyer will suffer as a result of delay based on circumstances existing at the time the Order was issued; and are to be assessed as liquidated damages and not as a penalty. In the absence of agreed to liquidated damages, Buyer shall be entitled to recover damages that it incurs as a result of Seller's failure to perform as scheduled. Unless expressly stated to the contrary, Buyer's remedies are cumulative and Buyer shall be entitled to pursue any and all remedies available at law or equity. Further to the foregoing, Seller shall not make material commitments or production arrangements in excess of the amount or in advance of the time necessary to meet Buyer's delivery schedule. Should Seller enter into such commitments or engage in such production, any resulting exposure shall be for Seller's account. 3.2 Unless otherwise stated on the face of this Order: a) goods shipped from the United States of America ("U.S.") for delivery to all locations shall be delivered EXW named point with title passing at: i) Seller's dock for goods shipped directly to a non-Buyer's facility; ii) port of import for goods shipped to Buyer's non-U.S. facility; and iii) Buyer's dock for goods shipped to Buyer's U.S. facility; b) goods shipped from within the European Union ("EU") for delivery within the EU shall be delivered EXW named point with title passing: i) when the goods leave the territorial land, air or sea space of the EU source country for goods shipped directly to a non-Buyer's EU facility; and ii) at Buyer's dock for goods shipped to Buyer's EU facility; c) goods shipped for delivery within the source country shall be delivered EXW name point with title passing at: i) Seller's dock for goods shipped directly to a non-Buyer's facility; and ii) Buyer's dock for goods shipped to Buyer's facility; d) goods shipped from outside the U.S. for delivery to a different country outside the U.S. (excluding shipments within the EU, which shall be governed by subsection b) above) shall be delivered FCA named point with title passing at: i) the port of export after customs clearance for goods shipped direct...
