Common use of Delivery; Title; Risk of Loss Clause in Contracts

Delivery; Title; Risk of Loss. Time is of the essence with respect to Seller’s provision of any Goods and/or the performance of any Services covered by this Order. If delivery of Goods or rendering of Services is not completed by the time specified in this Order, Buyer reserves the right without liability, in addition to its other rights and remedies, to terminate this Order by written notice to Seller and deemed effective when received by Seller as to Goods not yet shipped or Services not yet rendered. Buyer shall have the right to purchase substitute items or services elsewhere and charge Seller for any loss incurred. Delivery shall occur and risk of loss, title and ownership of the Goods being purchased hereunder shall pass to Buyer upon Xxxxx’s acceptance of the Goods provided such Goods conform to the quantity, quality and specifications set forth on the face of this Order. Seller represents and warrants that it will have the right to sell the Goods and that upon delivery, title in and to the Goods will pass to Buyer; free from any encumbrance or charge. Seller shall indemnify and hold Buyer harmless from any liens or other claims in connection with the execution of this Order. All Goods will be shipped to Buyer prepaid unless stated otherwise by Xxxxx on the face of this Order. Seller shall provide a Material Safety Data Sheet (MSDS) indicating any toxic substances contained in the Goods provided hereunder. Quality and Warranty. Seller warrants that all Services will be performed and rendered in a safe, diligent, skillful and workmanlike manner, in accordance with sound and generally accepted standards for Seller’s industry, shall be free from defects in workmanship, shall conform strictly to any other descriptions incorporated herein, shall be suitable for their intended purpose, shall be of merchantable quality, and shall comply with all applicable laws and regulations. Should any failure to meet any of the warranties stated herein appear within twelve (12) months of the performance of the Services or eighteen

Delivery; Title; Risk of Loss. Unless specified in the Order, the delivery of Goods will be made DDP, named place of destination, as defined in INCOTERMS 2020, as amended or revised. If not stated in the Order, the destination shall be a facility designated by Buyer. Buyer reserves the right to select the means of transport and carrier for shipment, notwithstanding anything to the contrary in the Order. Vendor shall suitably xxxx, xxxx and ship Goods as instructed by Buyer and the requirements of common carriers so as to secure the lowest responsible transportation costs and prevent damage. Vendor shall be liable for increased shipping charges or damage to Goods. Time is of the essence with respect to SellerVendor’s provision of any Goods and/or the performance of any Services covered by this Order. If delivery of Goods or rendering of Services is not completed by the time specified in this Order, Buyer reserves the right without liability, in addition Goods. Title to its other rights and remedies, to terminate this Order by written notice to Seller and deemed effective when received by Seller as to Goods not yet shipped or Services not yet rendered. Buyer shall have the right to purchase substitute items or services elsewhere and charge Seller for any loss incurred. Delivery shall occur and risk of loss, title and ownership loss of the Goods being purchased hereunder shall pass to Buyer upon Xxxxxwhen Goods are unloaded at Buyer’s acceptance facility and either (i) the common carrier has left the facility or (ii) Goods are in the sole care, custody and control of Buyer. Vendor shall, in the Goods provided event of any delay, or threat of delay, in shipping or in the production or delivery of Goods, immediately notify Buyer in writing of such Goods conform delay or threatened delay, and detail all relevant information with respect to the quantity, quality and specifications same. Vendor shall be liable for any damages resulting from failure to make delivery or performance within the time set forth on in the face Order or by any written instructions of Buyer, except where such delay in delivery or performance was due to causes beyond the reasonable control of Vendor and Vendor notifies Buyer as required by this OrderSection. Seller represents If Vendor maintains care, custody or control of certain property and/or Goods owned by Buyer (“Property”), then Buyer shall be the sole owner of Property, and warrants that title to such Property shall remain vested in Buyer at all times while it is in Vendor’s care, custody or control. Vendor has no power to, and shall not, take any action inconsistent with Buyer’s ownership of Property. Vendor will have not commingle Property with any other property, and will identify Property as being owned by Buyer. Upon Buyer’s request, Vendor will promptly provide Buyer a current, accurate report of Property currently held by Vendor for Buyer. Vendor shall secure and protect Property at all times. Subject to reasonable wear and tear, Vendor bears all risk of loss and damage to Property while it is in Vendor’s care, custody or control. Vendor shall promptly notify Buyer in writing if any of Property is lost, stolen, or damaged. Promptly after receiving Buyer’s request, Vendor will coordinate with Buyer the right to sell the Goods and that upon delivery, title in and to the Goods will pass delivery of Property to Buyer; free from any encumbrance , or charge. Seller shall indemnify and hold Buyer harmless from any liens or other claims in connection with Buyer’s access to Property for the execution purpose of this Order. All Goods will be shipped to Buyer prepaid unless stated otherwise by Xxxxx on the face of this Order. Seller shall provide a Material Safety Data Sheet (MSDS) indicating any toxic substances contained in the Goods provided hereunder. Quality and Warranty. Seller warrants that all Services will be performed and rendered in a safe, diligent, skillful and workmanlike mannerremoval, in accordance with sound and generally accepted standards for Seller’s industry, shall be free from defects in workmanship, shall conform strictly to any other descriptions incorporated herein, shall be suitable for their intended purpose, shall be of merchantable quality, and shall comply with all applicable laws and regulations. Should any failure to meet any of the warranties stated herein appear within twelve (12) months of the performance of the Services or eighteensuch request.

Delivery; Title; Risk of Loss. Seller shall deliver Goods which are in accordance with the specifications provided by Buyer and Seller is not authorized to unilaterally deviate from Buyer’s specifications without written approval from Buyer. Time is of the essence with respect for each Purchase Order and deliveries shall be made both in quantities and at times specified by Buyer; failure to Seller’s provision do so shall constitute a breach of any this Agreement. Seller shall deliver all Goods and/or the performance free and clear of any Services covered by this Orderall liens and encumbrances. If requested by Xxxxx, Xxxxxx agrees to furnish to Buyer, as a condition precedent to final payment, a complete release of all liens, together with a certificate by Seller that the release contains the signatures of all those who performed services or furnished materials under this Agreement. With each delivery Seller shall submit a packing list in duplicate. Title and risk of Goods or rendering of Services is not completed loss and damage to material purchased by Buyer under this Agreement shall vest in Buyer when the time material has been delivered at the DDP (Incoterms 2000) point specified in this Buyer's Purchase Order, unless Buyer reserves and Seller execute a consignment agreement pursuant to which Seller shall maintain title to the right without liabilityGoods following delivery to Buyer’s facility until removed from consignment by Buyer, in addition to its other rights and remediesat which time, to terminate this Order by written notice to Seller and deemed effective when received by Seller as to Goods not yet shipped or Services not yet rendered. Buyer shall have the right to purchase substitute items or services elsewhere and charge Seller for any loss incurred. Delivery shall occur assume title and risk of loss. Further, title to Goods purchased by Buyer under this Agreement may immediately vest in Buyer at any point where Buyer tenders to Seller both (1) payment for the Goods and ownership (2) written notice of Xxxxx’s desire to take title to the Goods. If this Agreement or a Purchase Order issued pursuant to this Agreement calls for additional services including, but not limited to, unloading, installation, or testing, to be performed after delivery, Seller shall retain title (unless Buyer has paid the invoice) and risk of loss and damage to the material until the additional services have been performed. Notwithstanding the foregoing sentence, if Seller is expressly authorized in writing to invoice Buyer for material upon shipment or prior to the performance of additional services, title to such material shall vest in Buyer upon payment of the Goods being purchased hereunder invoice, but risk of loss and damage shall not pass to Buyer upon Xxxxx’s acceptance until completion of the Goods provided such Goods conform to the quantity, quality and specifications set forth on the face of this Order. Seller represents and warrants that it will have the right to sell the Goods and that upon delivery, title in and to the Goods will pass to Buyer; free from any encumbrance or charge. Seller shall indemnify and hold Buyer harmless from any liens or other claims in connection with the execution of this Order. All Goods will be shipped to Buyer prepaid unless stated otherwise additional services by Xxxxx on the face of this Order. Seller shall provide a Material Safety Data Sheet (MSDS) indicating any toxic substances contained in the Goods provided hereunder. Quality and Warranty. Seller warrants that all Services will be performed and rendered in a safe, diligent, skillful and workmanlike manner, in accordance with sound and generally accepted standards for Seller’s industry, shall be free from defects in workmanship, shall conform strictly to any other descriptions incorporated herein, shall be suitable for their intended purpose, shall be of merchantable quality, and shall comply with all applicable laws and regulations. Should any failure to meet any of the warranties stated herein appear within twelve (12) months of the performance of the Services or eighteen.

Delivery; Title; Risk of Loss. Time All Goods shall be delivered to the address or place specified in the Order during Buyer’s normal business hours or as otherwise instructed by Buyer. Seller shall deliver the Goods on the date(s) and in the quantity or quantities specified in the Order. If no delivery date is specified, Seller shall deliver Goods within a commercially reasonably expedient number of days from Seller’s receipt of the Order. Timely delivery of the Goods is of the essence with respect to Seller’s provision of any Goods and/or the performance of any Services covered by this Order. If delivery of Goods and Buyer may, without penalty or rendering of Services is not completed by the time specified in this Order, Buyer reserves the right without liability, liability and in addition to its any other rights and remediesremedies available to Buyer in these Terms or at law, terminate the Order if Seller fails to terminate this Order by written notice deliver in a timely basis. Buyer may reject all or any Goods delivered in excess of the Order. Any such rejected Goods shall be returned to Seller at Seller’s risk and deemed effective when received by Seller as to expense. If Buyer does not reject the Goods not yet shipped or Services not yet rendered. Buyer shall have and instead accepts the right to purchase substitute items or services elsewhere and charge Seller for any loss incurred. Delivery shall occur and risk of loss, title and ownership delivery of the excess Goods being purchased hereunder (or reduced quantity Goods, whichever is applicable), the price shall pass to Buyer upon Xxxxx’s acceptance of the Goods provided such Goods conform to the quantity, quality and specifications set forth be adjusted accordingly on a pro-rata basis. Unless otherwise stated on the face of this the Order, Delivery shall be made FOB Destination to Buyer’s facility/ Freight Collect. Seller represents and warrants that it will have the right to sell Title of the Goods passes to Buyer upon delivery of the Goods to the stated address or place of delivery. For Orders for Services, “Deliverables” means all documents, work product and other materials that upon deliveryare delivered to Buyer hereunder or prepared by or on behalf of Seller in the course of performing the Services, including any items identified as such in a Statement of Work. Except as expressly agreed by Buyer, Buyer is, and shall be, the sole and exclusive owner of all right, title and interest in and to the Goods will pass to Buyer; free from any encumbrance or chargeDeliverables, including all Intellectual Property Rights therein. Seller shall indemnify agrees, and hold Buyer harmless from any liens or other claims in connection will cause its personnel to agree, that with the execution of this Order. All Goods will be shipped to Buyer prepaid unless stated otherwise by Xxxxx on the face of this Order. Seller shall provide a Material Safety Data Sheet (MSDS) indicating any toxic substances contained in the Goods provided hereunder. Quality and Warranty. Seller warrants that all Services will be performed and rendered in a safe, diligent, skillful and workmanlike manner, in accordance with sound and generally accepted standards for Seller’s industry, shall be free from defects in workmanship, shall conform strictly respect to any other descriptions incorporated hereinDeliverables that may qualify as “work made for hire” as defined in 17 U.S.C. §101, shall be suitable such Deliverables are hereby deemed a “work made for their intended purpose, shall be of merchantable quality, and shall comply with all applicable laws and regulations. Should any failure to meet any of the warranties stated herein appear within twelve (12) months of the performance of the Services or eighteenhire” for Buyer.

Delivery; Title; Risk of Loss. Seller shall deliver Goods which are in accordance with the specifications provided by Buyer and Seller is not authorized to unilaterally deviate from Buyer’s specifications without written approval from Buyer. Time is of the essence with respect for each Purchase Order and deliveries shall be made both in quantities and at times specified by Buyer; failure to Seller’s provision do so shall constitute a breach of any this Agreement. Seller shall deliver all Goods and/or the performance free and clear of any Services covered by this Orderall liens and encumbrances. If requested by Buyer, Seller agrees to furnish to Buyer, as a condition precedent to final payment, a complete release of all liens, together with a certificate by Seller that the release contains the signatures of all those who performed services or furnished materials under this Agreement. With each delivery Seller shall submit a packing list in duplicate. Title and risk of Goods or rendering of Services is not completed loss and damage to material purchased by Buyer under this Agreement shall vest in Buyer when the time material has been delivered at the DDP (Incoterms 2000) point specified in this Buyer's Purchase Order, unless Buyer reserves and Seller execute a consignment agreement pursuant to which Seller shall maintain title to the right without liabilityGoods following delivery to Buyer’s facility until removed from consignment by Buyer, in addition to its other rights and remediesat which time, to terminate this Order by written notice to Seller and deemed effective when received by Seller as to Goods not yet shipped or Services not yet rendered. Buyer shall have the right to purchase substitute items or services elsewhere and charge Seller for any loss incurred. Delivery shall occur assume title and risk of loss. Further, title to Goods purchased by Buyer under this Agreement may immediately vest in Buyer at any point where Buyer tenders to Seller both (1) payment for the Goods and ownership (2) written notice of Buyer’s desire to take title to the Goods. If this Agreement or a Purchase Order issued pursuant to this Agreement calls for additional services including, but not limited to, unloading, installation, or testing, to be performed after delivery, Seller shall retain title (unless Buyer has paid the invoice) and risk of loss and damage to the material until the additional services have been performed. Notwithstanding the foregoing sentence, if Seller is expressly authorized in writing to invoice Buyer for material upon shipment or prior to the performance of additional services, title to such material shall vest in Buyer upon payment of the Goods being purchased hereunder invoice, but risk of loss and damage shall not pass to Buyer upon Xxxxx’s acceptance until completion of the Goods provided such Goods conform to the quantity, quality and specifications set forth on the face of this Order. Seller represents and warrants that it will have the right to sell the Goods and that upon delivery, title in and to the Goods will pass to Buyer; free from any encumbrance or charge. Seller shall indemnify and hold Buyer harmless from any liens or other claims in connection with the execution of this Order. All Goods will be shipped to Buyer prepaid unless stated otherwise additional services by Xxxxx on the face of this Order. Seller shall provide a Material Safety Data Sheet (MSDS) indicating any toxic substances contained in the Goods provided hereunder. Quality and Warranty. Seller warrants that all Services will be performed and rendered in a safe, diligent, skillful and workmanlike manner, in accordance with sound and generally accepted standards for Seller’s industry, shall be free from defects in workmanship, shall conform strictly to any other descriptions incorporated herein, shall be suitable for their intended purpose, shall be of merchantable quality, and shall comply with all applicable laws and regulations. Should any failure to meet any of the warranties stated herein appear within twelve (12) months of the performance of the Services or eighteen.

Delivery; Title; Risk of Loss. Time is 5.1 Delivery, Title & Risk of Loss. Risk of loss or damage to the Goods shall pass to the applicable Buyer upon electronic or other written tender of delivery Ex Works Seller’s facility. Unless otherwise agreed to in writing by Seller, delivery shall occur: (i) upon oral, electronic or other written tender of delivery Ex Works Seller’s facility in the case of Goods destined for a site within the United States, unless the Goods are fabricated in Texas, in which case delivery shall occur FCA Seller’s facility, and (ii) DAP (designated port of entry outside the United States) in the case of Goods destined for a site outside of the essence United States. The applicable Buyer shall keep the Goods fully insured with loss payable to Seller from the time of delivery until the purchase price (as determined in Section 4.1) has been fully paid to Seller. Title to the Goods sold shall pass (i) upon arrival of the Goods at the applicable Buyer’s designated site in the case of Goods destined for a site within the United States and (ii) at the time of delivery as set forth above in the case of Goods destined for a site outside the United States. In either case, Seller retains a security interest in the Goods until such time as it receives full and final payment, and such Buyer agrees to execute and file all documents deemed necessary by Seller to perfect said security interest. Any delivery dates quoted are approximate and shall depend on prompt receipt by Seller of all information necessary to proceed with the Goods immediately and without interruption. If Seller and the applicable Buyer agree in writing to require Seller’s delivery to such Buyer’s designated site, Seller’s obligation is conditional upon free access to the site and the site being designated in the Order. Seller reserves the right to make delivery in installments, provided that a delay with respect to Seller’s provision of any Goods and/or the performance of installment shall not affect any Services covered by this Orderother installments. If Any delivery of Goods that is delayed by causes within the applicable Buyer’s control or rendering of Services is not completed by the time specified due to such Buyer’s inability to accept delivery may be placed in this Order, Buyer reserves the right without liability, in addition to its other rights and remedies, to terminate this Order by written notice to Seller and deemed effective when received storage by Seller as to Goods not yet shipped or Services not yet rendered. at such Buyer’s risk, and such Buyer shall have the right to purchase substitute items or services elsewhere be responsible for all costs of loading, unloading, shipping, storage, insurance and charge Seller for any loss incurred. Delivery shall occur and risk of loss, title and ownership of the Goods being purchased hereunder shall pass to Buyer upon Xxxxx’s acceptance of the Goods provided such Goods conform to the quantity, quality and specifications set forth on the face of this Order. Seller represents and warrants that it will have the right to sell the Goods and that upon delivery, title in and to the Goods will pass to Buyer; free from any encumbrance or charge. Seller shall indemnify and hold Buyer harmless from any liens or other claims in connection with the execution of this Order. All Goods will be shipped to Buyer prepaid unless stated otherwise by Xxxxx on the face of this Order. Seller shall provide a Material Safety Data Sheet (MSDS) indicating any toxic substances contained in the Goods provided hereunder. Quality and Warranty. Seller warrants that all Services will be performed and rendered in a safe, diligent, skillful and workmanlike manner, in accordance with sound and generally accepted standards for Seller’s industry, shall be free from defects in workmanship, shall conform strictly to any other descriptions incorporated herein, shall be suitable for their intended purpose, shall be of merchantable quality, and shall comply with all applicable laws and regulations. Should any failure to meet any of the warranties stated herein appear within twelve (12) months of the performance of the Services or eighteenexpenses incurred thereby.