Common use of Delivery Clause in Contracts

Delivery. (a) Delivery of the products in accordance with the delivery schedule is a material requirement of each purchase order. Time is of the essence in fulfilling all purchase orders. (b) Unless otherwise specified in the relevant purchase order or by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery of the products in accordance with the delivery schedule is a material requirement of each purchase order5.1. Time is of the essence in fulfilling all purchase orders. (b) Unless otherwise specified in the relevant purchase order or by the Purchaser, all deliveries Deliveries shall be made at to the ‘ship to’ address specified Delivery Address(es) listed in the relevant purchase order, and in accordance with the instructions specified therein, Special Terms And Conditions. Avfuel or its authorized shipping agent (“Shipping Agent”) shall be provided access to Customer’s storage facilities during normal business hours. (c) The Seller shall notify , or at such other times as may be approved by Customer’s authorized representative, for the Purchaser promptly purpose of unloading the Products. Unless otherwise agreed in writing writing, the minimum delivery of any cause whatsoever, including but not limited to any actual Jet A or potential labour dispute which is delaying or threatening to delay Avgas fuel will be a full standard transport tanker load as determined by the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to maximum allowable Gross Vehicle Weight between the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller point and the Seller shall comply with such Reschedule Notice for all undelivered itemsDelivery Address. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser Avfuel reserves the right to return excess shipments impose a surcharge for deliveries of less than a full tanker load. 5.2. Delivery shall be into tanks designated by Customer. Such designation shall be construed as a warranty that the designated tanks and containment areas have been inspected and approved by the appropriate regulatory agencies. Customer shall be responsible for all unloading operations including the placement of hoses into the proper storage tanks. Customer shall specifically designate and gauge the available capacity of the tanks into which the Product shall be unloaded, and shall bear all responsibility of spillage or contamination of the Product after it leaves the end of any properly operating hose provided by Avfuel or its Shipping Agent. Access to Customer’s tanks shall be furnished in such a manner that Avfuel or its Shipping Agent can safely and conveniently reach Customer’s storage facility with the hoses available, and Avfuel or its Shipping Agent may refuse to complete any delivery which Avfuel or the Shipping Agent determines, in its sole discretion, cannot be made safely. 5.3. Customer shall be responsible for all demurrage charges assessed by the Shipping Agent for additional time spent at the Seller’s expenseDelivery Address(es). (g) If 5.4. Any claim by Customer of any discrepancy in the Seller’s delivery quantity of the products Product delivered shall be effective only if Avfuel is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Sellerimmediately notified, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller while Shipping Agent is still bound to accept purchase orders for the products where such purchase orders are made within the original lead timepresent. GIVEN THE NATURE OF THE PRODUCTS, TIME IS OF THE ESSENCE WITH RESPECT TO SUCH CLAIMS AND NO CLAIM SHALL BE PERMITTED OR EFFECTIVE UNLESS DELIVERED WITHIN THE SPECIFIED PERIOD. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery The lead-time for delivery of Agreement Products shall be mutually agreed to by the products parties, and EVOLUS shall attempt to minimize such lead-time as reasonably requested by DISTRIBUTOR, subject to Daewoong’s ability to produce Agreement Products and EVOLUS’ reasonable exercise of discretion to allocate inventory and production resources to meet other demands. EVOLUS will promptly notify DISTRIBUTOR of any circumstances for delay in accordance delivery and EVOLUS will use commercially reasonable efforts to minimize such delay. At the request of DISTRIBUTOR, EVOLUS agrees to assume the burden of bearing all additional costs associated with premium freight for corrective action as a result of delays caused by events under the delivery schedule is reasonable control of EVOLUS, including failure to order materials in a material requirement of each purchase ordertimely fashion to accommodate required lead times. Time is of the essence in fulfilling all purchase orders. (b) Partial deliveries may not be made without DISTRIBUTOR’s prior written approval. Unless otherwise specified in the relevant purchase order or by the Purchaserindividual Purchase Orders, all deliveries shall Agreement Products sold by EVOLUS to DISTRIBUTOR hereunder will be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. delivered CIF (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may beIncoterms 2010), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchasernamed place: Toronto); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reasonplace that may be mutually agreed upon by EVOLUS and the DISTRIBUTOR from time to time. Except as provided below, DISTRIBUTOR will pay all freight, shipping, insurance, duties, forwarding and handling charges, taxes, storage and all other charges applicable to the Seller items after they are delivered by EVOLUS to the named place. To minimize delays, DISTRIBUTOR shall ensure use the same delivery service as used by EVOLUS to deliver to the named place, provided, that if DISTRIBUTOR uses an alternative delivery service, DISTRIBUTOR shall be responsible for all fees related to any additional paperwork, delivery charges or other fees. EVOLUS shall make all shipping arrangements and prepare all necessary documentation and declarations. DISTRIBUTOR shall assume all risk of loss for the Purchaser has priority Agreement Products upon CIF delivery by EVOLUS, except to the extent any such loss is directly attributable to any act or omission on the part of supplyEVOLUS prior to such delivery. DISTRIBUTOR shall be the importer of record for all shipments of Agreement Products hereunder.

Delivery. (a) For delivery costs and arrangement, please refer to the Online Shop Delivery of the products in accordance with the delivery schedule is a material requirement of each purchase order. Time is of the essence in fulfilling all purchase ordersPolicy. (b) Unless otherwise specified We may deliver the merchandise in the relevant purchase order one or by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hoursmore instalments. (c) The Seller Any times and dates given for dispatch of merchandise, or the length of time that merchandise will take to be delivered, are only estimates. If we are unable to meet any stated dispatch or delivery dates or times we will inform you as to the progress of your order. You agree and accept that under no circumstances will we accept cancellation of order or refund. (d) You can opt for courier delivery of the Order to your nominated address. We accept Orders for delivery in Hong Kong only. Alternatively, you may opt for pick-up of the Order (if applicable) from our designated physical stores. (e) We will not accept any changes to the delivery method once the Order has been confirmed. (f) We shall notify endeavour to arrange to deliver the Purchaser promptly in writing Products at the delivery address designated by you. We reserve the right to revise any terms of any cause whatsoever, services (including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with covered areas for delivery, delivery timeframe and/or the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser fee) from time to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice time without prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expensenotice. (g) If In order to protect the Seller’s interest of you, comply with applicable statutory requirements and manage a complete record of such delivery, our employee or agent may request the designated recipient to produce the credit card which you used for the Order and your original ID Card or other identification document acceptable by us in person for verification of the name of such recipient, age of such recipients (for intoxicating liquor or other restricted Products), the duly completed authorization (if applicable) and any other relevant documents for verification purpose upon delivery. We reserve the right to decline any delivery of the products is Products/ Services if we are not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection satisfied with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities verification of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to recipient and no reasons shall be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase ordergiven. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with All dates quoted by us for the delivery schedule as set out in the relevant purchase order but not of Products/ Services are estimates only. In no event shall we be liable for any additional or increased cost, loss of profits or goodwill or any other special, incidental direct or indirect or consequential damages due to anticipate the Purchaser’s requirementslate delivery or non-delivery of any Products/ Services. (i) The Purchaser If you fail to take delivery of the Products/ Services or any part of them more than 30 days after the date of purchase or fails to provide accurate and clear delivery instructions, documents, consents or authorizations required to enable the Products/Services to be delivered, we shall have the right sole discretion to reject any products which are tendered by the Seller in advance dispose of the date scheduled goods without further notice and without any liability and you will not be entitled to any refund or set off from us for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery dateany price paid. (j) The Purchaser reserves Any risk in the right Products shall pass to withhold payment on products shipped in advance until you upon the date physical delivery of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent Products to the duration address identified by you in your Order, regardless of whether you are the designated recipient of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead timedelivery or not. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery 5.1 If, for the execution of the products in accordance with agreement, the delivery schedule Supplier is a material requirement of each purchase order. Time is dependent on the cooperation of the essence Purchaser and the Purchaser fails in fulfilling all purchase orders. (b) Unless otherwise specified in that cooperation for whatever reason, the relevant purchase order or period for execution shall be extended with as much time as reasonably needed by the Supplier to reverse the delay caused by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified 's failure. The same applies if delays in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing execution arise as a result of any cause whatsoever, including but not limited requests by or due to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption change, adapt or supplement that which was agreed upon. In addition, the extra costs that the Supplier incurs in connection with the delay that has arisen as specified above are for the expense of the Purchaser. 5.2 The delivery date shall be determined by the Supplier to the supply best of products to its ability and in good faith, yet shall not be a strict deadline unless agreed upon otherwise between the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered itemsParties. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after Exceeding the delivery date, for whatever reason, does not give entitlement to compensation, termination of the agreement, cancellation of the order or not fulfilling any obligation which may arise for the Purchaser as a result of the agreements concluded with the Supplier. 5.3 Deliveries shall give reasonable notice prior to occur "DDP"(INCOTERMS 2010) as the agreed-upon place of delivery. 5.4 Unless agreed upon delivery date and otherwise, the Seller will store Supplier shall ensure the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on loading of the new delivery date specified goods as "Ex Works" (INCOTERMS 2010). 5.5 The Purchaser is responsible for unloading the goods at the address indicated by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right bears all risks with regard to return excess shipments at the Seller’s expensedamage to goods and/or persons caused while unloading. (g) 5.6 If the Seller’s delivery Purchaser indicates an address outside of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in Netherlands as a damaged statedestination, the Purchaser reserves the right without liability and in addition to any Supplier must acquire an export license or other rights and remediesofficial authorisation and, at its sole and absolute discretionwhere applicable, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with all customs formalities for the quantities required, (or replace free export of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtainedgoods. The Purchaser will not be obliged to accept any tender of products which does not fully must acquire an import license or other official authorisation and, where applicable, comply with all customs formalities for the provisions import of the relevant purchase ordergoods and their transport through its own country. (h) 5.7 The Seller shall not, Purchaser is required to accept goods and services for which delivery by the Supplier was agreed upon at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of date and location that applies between the time necessary to meet Parties based on the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirementsrelated agreement and/or these Terms. (i) 5.8 The Purchaser shall have the right Supplier is authorised to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery datemake partial deliveries. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery 4.1 Each delivery of the products Products shall be accompanied by a Certificate of Compliance or such other forms as prescribed by the Buyer and a delivery note containing the Buyer's purchase order number, the part number, quantity of Products delivered and drawing (if any). 4.2 For overseas Vendors, the Vendor’s invoice, packing list, Bill of Lading or Air Way Bill shall be faxed or sent by electronic means to the Buyer prior to delivery of the Products, with the original copies mailed to the Buyer within one (1) week thereafter. 4.3 The Vendor shall ensure there is proper and robust packaging to protect the Products against damage from transportation, handling, and/or storage, and shall comply with all applicable laws, enactments, orders, regulations and other instruments relating to the manufacture, packing, packaging, marking, storage, handling, and delivery of the Product. Unless otherwise agreed in writing by the Buyer, all packaging costs shall be borne by the Vendor. The Vendor shall ensure that pallets, if used in any delivery, shall conform to such size specifications stipulated by the Buyer, failing which the Products may not be accepted. 4.4 The Vendor shall deliver the Product to the Buyer's warehouse or such other address as may be indicated in the “Ship to Address” section of the Buyer's purchase order. The Vendor shall ensure and procure its delivery personnel abide by the Buyer's health, safety and security policies during delivery of the Products. 4.5 Unless specified by the Buyer, the Buyer will accept deliveries during its warehouse operating hours. 4.6 The Vendor shall deliver the Products in accordance with the delivery schedule is a material requirement of each instructions in the purchase order. Time is In the event the Vendor delivers any Products in excess of the essence in fulfilling all purchase orders. (b) Unless otherwise specified quantity stated in the relevant purchase order or by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser Buyer shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept reject delivery of the products on excess and return such excess to the Vendor at the Vendor's risk and expenses. 4.7 In the event the Vendor for any reason anticipates any difficulty in complying with the required delivery date or after in meeting any other requirements of the delivery datepurchase order, the Purchaser Vendor shall give reasonable notice prior to promptly notify the agreed upon Buyer of the reason of such situation and propose a revised delivery date and the Seller will store the productsschedule in writing, safeguard them and take all reasonable steps to prevent their deterioration until such delivery on the new delivery date specified shall be by the Purchaserfastest delivery means available (including premium air shipment) at the Vendor's cost. (f4.8 If the Vendor fails to complete the supply of Products by the date(s) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged stateorder, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser Buyer shall have the right to reject cancel all or any products which are tendered by the Seller in advance part of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner Products from the purchase order without compensation to the Vendor and to obtain the same (including similar or equivalent Products in the case where the exact Products are not available) from other sources and all increased costs incurred shall be deducted from any moneys due or to become due to the Vendor under this Agreement or shall be recoverable as damages. 4.9 Time shall be of the Purchaser essence in this Agreement and those of the Seller’s other customers, due to a shortage of components Vendor shall supply the Products within the timelines/deadlines set out in the purchase order(s) or any other reason, as otherwise agreed in writing between the Seller shall ensure that Buyer and the Purchaser has priority of supplyVendor.

Delivery. (a) Delivery of the products in accordance with the 1. The deadline for delivery schedule is a material requirement of each purchase order. Time is of the essence in fulfilling all purchase orders. (b) Unless otherwise and/or service specified in the relevant purchase order is binding. The delivery and/or service deadlines are understood to represent the receipt of the delivery at our works or by at the Purchaser, all delivery address (delivery) that we have named. 2. Early deliveries shall or partial deliveries may only be made at with our written consent. We are entitled to refuse to accept goods that are not delivered according to the ‘ship to’ address delivery deadline specified in the relevant purchase order, order and in accordance to return them to the supplier or store them with the instructions specified therein, during normal business hoursa third party at Supplier‘s expense and risk. (c) 3. A delivery note, which must include our order number and order item, must be included with every delivery. 4. The Seller consequences of incorrect or incomplete shipping documents, or shipping documents that are received late, are at Supplier‘s expense. 5. Transport insurance shall notify be arranged by Supplier at Supplier‘s expense. 6. As concerns the Purchaser promptly number of items, weight and dimensions, the values determined by us during goods receipt control shall be decisive, unless such quantities, weight and dimensions are proven to be otherwise. 7. If Supplier determines that Supplier shall not be able to meet the agreed deadlines for any reason, Supplier must inform us thereof in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase orderwithout delay. The Seller shall cooperate with the Purchaser obligation to avoid disruption to the supply of products to the Purchaser under the relevant purchase orderobserve agreed deadlines remains unaffected thereby. 8. If Supplier is delayed regarding the delivery/service (d) The Purchaser hereinafter jointly referred to as „Delivery“), we shall be entitled to reschedule deliveries for all standard commodity parts by serving assert damages amounting to 0.2% per calendar day of the delay — at the most, a written Reschedule Notice total of 5% of the value of the agreed Delivery. This shall also apply if we withdraw from the Agreement. Supplier shall fulfil our claim of such damages arising from such delay up to the Seller and time of full payment. In the Seller event of a delay in Delivery, we shall comply with such Reschedule Notice be entitled to claim compensation for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery damages instead of the products on or Delivery/service and demand withdrawal after the delivery dateexpiration of an appropriate deadline. Should we demand compensation for damages, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser Supplier shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may prove that Supplier is not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders responsible for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, breach of duty. All legal claims in the event of delay remain unaffected thereby. 9. After a reasonable grace period set by us has expired, we may, additionally and regardless of any other and/or further rights that the Seller is unablewe may have, for any reasonassign services, which Supplier has failed to render, to fulfill a third party at Supplier‘s expense. Should Supplier be in a timely manner possession of any documents required for rendering such services, Supplier must submit them to us without delay. If patent rights hinder Delivery by the purchase order third party, Supplier shall be obligated to provide an appropriate release of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supplythese rights without delay.

Delivery. (a) Delivery of the products The Seller shall, in accordance with this Section 6, deliver the delivery schedule is a material requirement of each purchase orderItems to Purchaser on the date(s) indicated in the Purchase Order. Time is 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 essence 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 fulfilling all 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 orders. (b) 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 the relevant purchase order or 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, all deliveries shall be its agent or consignee regardless of whether or not Purchaser has made at full payment for the ‘ship to’ address specified in the relevant purchase orderItems. In case of local buy, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified intimate Purchaser by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing shipping 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 imports, Seller 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 any event, any additional costs incurred in savings resulting from adherence to such partial deliveries instructions shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead timebenefit of Purchaser. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. 8.1 The Contractor shall deliver the Products EXW, FCA or DAP (aIncoterms 2010) Delivery at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage to the products Products shall remain with the Contractor until delivery takes place in accordance with the delivery schedule LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises. 8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order in accordance with the terms of this LTA and the Contractor acknowledges that production lead time is calculated from the time of issuance of a material requirement Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises. 8.3 Delivery shall only be completed upon the arrival of each purchase orderthe Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Time is Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non-conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products. 8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Consignment Inspection and Sampling Agency (CSI), does not involve the operational and functional status of the Products. 8.5 The Contractor acknowledges that time shall be of the essence in fulfilling all purchase orders. (b) Unless otherwise specified in the relevant purchase order or by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with LTA, and it shall use its best endeavors to abide by the delivery schedule specified dates stated in the relevant purchase order. The Seller shall cooperate with Purchase Orders, provided however, that where the Purchaser to avoid disruption to Contractor does not meet the supply of products to the Purchaser under the relevant purchase order. (ddelivery period(s) The Purchaser ▇▇▇ shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice give the Contractor notice of its intention to cancel the Seller Purchase Order unless Products are delivered within the agreed and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such reschedulingspecified time frame. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. 8.6 In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller Contractor is unablenot able to ensure delivery by the dates confirmed in the Purchase Order, ▇▇▇ shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional inspection cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs. 8.7 For late delivery of Products or for any reasonitems which do not meet specifications and are therefore rejected by ▇▇▇ or the consignee, to fulfill in a timely manner ▇▇▇ can claim liquidated damages from the purchase order Contractor and deduct 0.2% of the Purchaser and those value of the Seller’s other customers, due Products pursuant to a shortage Purchase Order per additional day of components delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other reason, the Seller shall ensure that the Purchaser has priority of supplyobligations or liabilities pursuant to this LTA or a Purchase Order.

Delivery. Delivery must be made during Purchaser’s normal work hours. Delivery will be within a maximum of seven (a7) Delivery business days after the receipt of the products written order by the Contractor. The Contractor must submit an acknowledgment of the order within 24 hours from the time of their receipt of the order. It is recommended that the Purchaser provide the Contractor with an estimated annual usage schedule. Such schedule is not an obligation on the part of the Purchaser to Purchase, but rather to assist the Contractor in accordance with inventory control. Delivery charges that cover the delivery schedule is a material requirement of each purchase order. Time is to Purchaser’s loading dock must be included in the price of the essence in fulfilling all purchase orders. gas. Inside delivery shall also be available, at customer’s request, at bid price (bSee Price Sheets). Inside delivery is defined as the person(s) Unless otherwise specified in delivering the relevant purchase order goods shall deliver the items to exact location requested whether it is on the first or the tenth floor, etc. Any orders requiring this service shall be clearly documented to so indicate. At time of delivery and at the request of the Purchaser, the Contractor will provide an industry standard written analysis of the gas(es) being delivered. Failure to comply with agreed upon delivery times may subject Contractor to liquidated or other damages. The Purchaser may refuse shipment when delivered after normal working hours. The Contractor shall verify specific working hours of individual Purchasers and instruct carrier(s) to deliver accordingly. The acceptance by the Purchaser of late performance, with or without objection or reservation by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves waive the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery claim damage for such breach, nor preclude DES or Purchaser from pursuing any other remedy provided herein, including termination, nor shall such acceptance of late performance constitute a waiver of the products is not requirements for the timely performance of any obligation remaining to be performed by Contractor. All deliveries are to be made to the applicable delivery location as indicated in the quantities and at Order Document. When applicable, the times Contractor shall take all necessary actions to safeguard items during inclement weather. In no case shall the Contractor initiate performance prior to receipt of written or verbal authorization from authorized Purchasers. Expenses incurred otherwise specified in the relevant purchase order or authorised in shipment releases issued shall be borne solely by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase orderContractor. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. 7.1 FQS will use best efforts to target on time delivery based on monthly forecast provided by Customer, in no case later than thirty (a30) Delivery calendar days from the date of the products in accordance with Order acceptance. Each configuration Order received from Customer will include the delivery schedule date on which the Product is a material requirement of each purchase orderto be delivered to either Customer or their designated customer location. Time FQS agrees that time is of the essence in fulfilling this Agreement and that any delays shall constitute a material breach of this Agreement. FQS agrees to indemnify Customer against any and all purchase orders. (b) Unless otherwise specified damages suffered by Customer as a result of FQS’s delays in the relevant purchase order or by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of delivery. If FQS fails to meet any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the agreed delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date except for reasons of force majeure and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition prejudice to any other rights and remediesCustomer may have under this Agreement or by law, at its sole and absolute discretion, to: FQS shall pay to Customer upon Customer’s request the minimum damages payment in the amount of one (i1) require percent of the Seller purchase prices for the Products to deliver sufficient products which correspond be delivered pursuant to the relevant delayed Order per calendar day of delay, up to a maximum amount per delay event of twenty percent (20%) of such purchase order prices. The payment of any of these amounts or parts thereof shall not discharge FQS of its obligations to comply with supply the quantities requiredProducts or of any other liabilities or obligations under this Agreement and/or any Order. Unconditional acceptance or receipt of any delayed Products shall not preclude Customer from claiming any outstanding amounts specified above. In the event the delay exceeds fifteen (15) days, (or replace free of charge such products so damagedCustomer may, as in addition to the case may be)foregoing rights, and/or cancel terminate the purchase order in whole affected Order wholly or in part (and the Seller shall promptly collect without incurring any products which have been delivered and comprised in such purchase order (charges or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damagesliability. Without prejudice to the generality of Notwithstanding the foregoing, if a tender of conforming products FQS is not made responsible for delays solely caused by delayed on the part of Customer’s designated or approved parts vendors if FQS notifies Customer of the unavailability of such parts within 7 days from the date of the Customer’s Order. An approved vendor is a parts vendor on Customer’s list of approved vendors. A designated vendor is a vendor designated by Customer in its ▇▇▇▇ of Materials issued by Customer. 7.2 The FOB point is ex factory. 7.3 FQS and Customer shall agree to delivery date specified schedule flexibility requirements specific to the Product as documented in the relevant purchase order or authorised in shipment releases issued by the Purchaser addenda. 7.4 Upon learning of any potential delivery delays, FQS will notify Customer as to the Seller, this shall constitute a breach by the Seller cause and the Seller shall have no right extent of such delay. 7.5 If FQS fails to make a later tender of conforming products unless deliveries at the approval in writing signed specified time and such failure is caused by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall notFQS, FQS will, at any timeno additional cost to Customer, make any employ accelerated measures such as material commitment(s) expediting fees, premium transportation costs, or production arrangement(s) in excess of the amount or in advance of the time necessary labor overtime required to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the specified delivery schedule or minimize the lateness of deliveries. 7.6 Should Customer require FQS to undertake export activity on behalf of Customer, Customer agrees to submit requested export information to FQS pursuant to FQS Guidelines for Customer-Driven Export Shipments as set out provided in the relevant purchase order but not to anticipate the Purchaser’s requirementsaddenda. 7.7 Customer and its customers shall inspect the Products within thirty (i30) The Purchaser days after receipt and, whether or not Customer conducts such inspection, Customer and its customers shall have the right to reject any products which are tendered by the Seller in advance non-conforming Product. Customer shall provide written notice to FQS setting forth full details of the date scheduled reasons for delivery rejection and return if the same Products are found to be non-conforming, FQS shall pay for Customer and its customer’s cost incurred in returning the Seller at the Seller’s expense and/or Product to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery dateFQS. (j) The Purchaser reserves 7.8 FQS shall, at its sole expense, obtain any and all necessary governmental approvals and other authorizations and approval that are appropriate or necessary to carry out the right to withhold payment on products shipped proposed activities contemplated in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in . FQS shall obtain all necessary governmental and regulatory approvals to sell the event that the Seller is unable, for any reason, Products to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supplyCustomer.

Delivery. (a) Delivery of the products in accordance with TIME IS OF THE ESSENCE IN THE DELIVERY OF ALL PRODUCTS AND SERVICES. Buyer’s schedules are based upon the delivery schedule is a material requirement of each purchase order. Time is of the essence in fulfilling all purchase orders. (b) Unless otherwise specified in the relevant purchase order or by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery dates shown on the new face of an Order. Buyer may cancel any Order without penalty if delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date and time specified in the relevant purchase order Order. No change in the scheduled delivery date will be permitted, unless ▇▇▇▇▇ has otherwise agreed in writing to such change. Buyer’s acceptance of Products 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. The Products shall be delivered in the quantities and on the dates or authorised on expiry of the periods specified in shipment releases issued by the Purchaser Order to the place(s) named therein at the risk of the Seller, this and under Seller’s insurance, but in no event shall constitute the Products be shipped before the earliest shipping date specified on the face of the Order. Upon delivery of the Products, Buyer shall sign a breach Proof of Delivery (“POD”), it being understood that signing a POD only signifies that a shipment was received by Buyer or its agents and not that the Products have been accepted. Title to the Products shall pass to the Buyer on the earlier of payment by Buyer to Seller of the Products or ▇▇▇▇▇’s signing of the POD. Transfer of such title shall not in any way prejudice ▇▇▇▇▇’s rights of rejection. If any or all of the Products are not delivered on the date(s) specified in the Order, the Buyer shall be entitled to accept or reject any such Products and return rejected Products at Seller’s risk and expense without prejudice to any other of its rights. Buyer shall also be entitled to recover from the Seller any monies paid by the Seller and the Seller shall have no right to make a later tender Buyer in respect of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept such returned Products together with any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered additional expenditure reasonably incurred by the Seller Buyer in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such obtaining other products in storage at the Seller’s expense until the scheduled delivery datereplacement. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. 8.1 The Contractor shall deliver the Products EXW(Incoterms 2010) at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (a) Delivery for shipping instructions, refer to Art. 9). All risks of loss or damage to the products Products shall remain with the Contractor until delivery takes place in accordance with the delivery schedule LTA. The Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises. 8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a material requirement Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises. 8.3 Delivery shall only be completed upon the arrival of each purchase orderthe Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Time is Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to reject and refuse acceptance of the Products not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products. 8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products. 8.5 The Contractor acknowledges that time shall be of the essence in fulfilling all purchase orders. (b) Unless otherwise specified in the relevant purchase order or by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with LTA, and it shall use its best endeavors to abide by the delivery schedule specified dates stated in the relevant purchase order. The Seller shall cooperate with Purchase Orders, provided however, that where the Purchaser to avoid disruption to Contractor does not meet the supply of products to the Purchaser under the relevant purchase order. (ddelivery period(s) The Purchaser ▇▇▇ shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice give the Contractor notice of its intention to cancel the Seller Purchase Order unless Products are delivered within the agreed and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such reschedulingspecified time frame. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. 8.6 In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller Contractor is unablenot able to ensure delivery by the dates specified in the Purchase Order, ▇▇▇ shall be entitled to request the Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the result of IDA’s obligations to its clients to deliver the Products on time and to avoid stock outs. 8.7 For late delivery of Products or for any reasonitems which do not meet specifications and are therefore rejected by ▇▇▇ or the consignee, to fulfill in a timely manner ▇▇▇ can claim liquidated damages from the purchase order Contractor and deduct 0.2% of the Purchaser and those value of the Seller’s other customers, due Products pursuant to a shortage Purchase Order per additional day of components delay, up to a maximum of 10% of the value of the Purchase Order. The payment or deduction of such liquidated damages shall not relieve the Contractor from any of its other reason, the Seller shall ensure that the Purchaser has priority of supplyobligations or liabilities pursuant to this LTA or a Purchase Order.

Delivery. Unless otherwise agreed in writing, all deliveries of Products shall be made Ex Works of Seller's factory in accordance with ICC's Incoterms (a) Delivery 2000). All risks of loss or damage to the products Products shall pass from the Seller to the Buyer when the Products are delivered to the Buyer in accordance with the delivery schedule is a material requirement of each purchase orderagreed trade term as defined in ICC's Incoterms (2000). Time is of the essence The Seller may make deliveries in fulfilling all purchase orders. (b) Unless otherwise specified in the relevant purchase order or by the Purchaser, all deliveries shall installments which will be made at the ‘ship to’ address specified in the relevant purchase order, and invoiced individually. The Buyer will make payment in accordance with the instructions clause 4 of these Standard Terms and Conditions. Times specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after Products are given and intended as estimates only unless otherwise agreed in writing. Where a firm time for delivery has been expressly agreed upon, no delivery shall be considered overdue until the Buyer has made a written request for delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and given the Seller will store the products, safeguard them and take all a reasonable steps opportunity to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection comply therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser Buyer shall have the right to reject any products cancel the Contract by serving written notice to the Seller if the Seller is unable due to circumstances for which are tendered by it is fully responsible to comply with the extended or postponed delivery time and the Buyer has stated in writing when agreeing to the 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 shall notify the Seller in advance writing of any discrepancy regarding the quantity, specification or quality of the date scheduled for delivery and return the same Products to the order within fourteen (14) days of receipt of the Products. Once this time period has elapsed, the Buyer shall be deemed to have accepted the Products. The Seller at shall replace incorrect Products and deliver additional Products to meet the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller ordered quantity and the Purchaser pursuant Buyer shall have no claim to Clause 2(b) hereof. (k) compensation whatsoever. The Seller may Buyer shall not change return any Products without the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration written permission of the new lead Supplier. Submitting a claim shall at no time for ordering of release the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s Buyer from its obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supplyContract.

Delivery. (a) Delivery Contract delivery schedules and quantities are a material condition of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once ▇▇▇▇▇ gives notice of the products in accordance rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule is a material requirement of each purchase order. Time is of the essence in fulfilling all purchase orderswill not waive Buyer's rights. (b) Unless otherwise specified in the relevant purchase order or by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and If Seller fails to make delivery in accordance with the instructions specified thereinContract delivery schedule, during normal business hoursBuyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date or the Contract delivery schedule due date, and continue until and including the date on which the Good(s) are delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) The In the event of any anticipated or actual delay in meeting the Contract delivery schedule (if provided by Buyer), Seller shall shall: (i) Promptly notify the Purchaser promptly Buyer in writing of any cause whatsoeverthe reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by ▇▇▇▇▇, including but not limited to any actual ship via air or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser expedited routing to avoid disruption or minimize delay to the supply maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, FORCE MAJEURE. Seller will be solely responsible for paying the difference between the method of products to shipping specified and the Purchaser under the relevant purchase orderactual air or expedited rate incurred. (d) The Purchaser Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be entitled to reschedule deliveries for all standard commodity parts construed as a waiver by serving a written Reschedule Notice to Buyer of any of Buyer’s rights or remedies provided by law or the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such reschedulingContract. (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for any reasonthe Goods sooner than on average, the Purchaser is unable to accept delivery second business day of the products on second month following this Contract’s delivery schedule due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaserblanket releases. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition respond to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not inquiries made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute Buyer within two (2) business days of a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase orderrequest. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery of the products must be in accordance strict compliance with the delivery schedule is a material requirement of each purchase order. Time is of the essence in fulfilling all purchase orders. (b) Unless otherwise specified contained in the relevant purchase order or by the Purchaser, all deliveries Order. All goods to be delivered hereunder shall be made packaged to insure safe arrival at their destination, to secure the ‘ship to’ address specified in the relevant purchase order, best transportation means and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the requirements of common carriers. Delivery shall be made by Seller at such times and places and of such goods and quantities requiredas may from time to time he specified by Buyer. If Seller fails to meet its schedule delivery dates and Buyer elects to call for expedited shipments, (or replace free Seller will pay the difference between the method of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (shipping specified and the actual expedited rate incurred. Seller shall be responsible for any additional charges resulting from deviation from ▇▇▇▇▇'s routing instructions. If Seller fails to make delivery promptly collect any products which have been and regularly as required hereunder, ▇▇▇▇▇ may, in addition to other remedies available at law, terminate the Order by giving notice to Seller. Title and risk of loss shall remain with Seller until goods are delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality F.O.B. point specified herein. Notwithstanding such delivery, Seller shall bear risk of loss or damage to goods purchased hereunder from the foregoing, if a tender time that ▇▇▇▇▇ gives notice of conforming products is not made by rejection of goods pursuant to the inspection provision of these terms and conditions. If Seller encounters or anticipates difficulty in meeting the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Sellerschedule, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval immediately notify Buyer in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will writing, giving pertinent details, provided, however, that such data shall be informational only in character and shall not be obliged to accept construed as a waiver by Buyer of any tender delivery schedule or date or of products which does not fully comply with all any rights or remedies provided by law or the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) Contract. Parts fabricated in excess of the amount or in advance of ▇▇▇▇▇'s release are at Seller's risk. Buyer reserves the time necessary right, without loss of discount privileges, to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller pay invoices covering goods shipped in advance of the schedule on the normal maturity after the date scheduled specified for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser delivery. Buyer also reserves the right right, without loss of discount privileges, to withhold payment on products shipped in advance until pay invoices only after successful acceptance testing has been accomplished, when such test is performed by the date of payment agreed to between the Seller Buyer and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, a requirement in the event that the Seller is unableOrder. ▇▇▇▇▇'s order numbers and symbols must be plainly marked on all invoices, for any reasonpackages, to fulfill bills of lading shipping orders. For each shipment, shipping memos, packing lists and certification of compliance and/or assurance must accompany materials. Buyer's count or weight shall be final and conclusive on shipments not accompanied by packing lists. Material must be in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supplyaccordance with ▇▇▇▇▇'s instructions.

Delivery. Amneal shall deliver, or shall cause its Affiliate or Permitted Subcontractor to deliver, all quantities of Product ordered by Metsera pursuant to a Firm Order on the date specified for delivery by Metsera in the applicable Firm Order [***]. Each such shipment of commercial Product shall include the full amounts of Product ordered under such Firm Order; provided, however, that the quantity of Products delivered by Amneal may vary [***] from the quantities specified by Metsera in the applicable Firm Order, provided that any shortfall is received by Metsera within [***] of the date specified for delivery. Shipments of Products will be made [***] of Amneal or its Affiliate or Permitted Subcontractor, as applicable, unless otherwise mutually agreed by the Parties. As between the Parties, risk of loss or of damage to Products will remain with Amneal until Amneal or its Affiliate or Permitted Subcontractor loads the Products onto the carrier’s vehicle for shipment at the shipping point at which time risk of loss or damage will transfer to Metsera. Notwithstanding the foregoing, Amneal will, or will require its Affiliate or Permitted Subcontractors to, in accordance with Metsera’s reasonable instructions and as agent for Metsera, (a) Delivery of arrange for shipping (such shipping to be paid by Metsera) and (b) at Metsera’s expense, obtain any other official authorization necessary to export the products Products. Metsera will arrange for insurance and will select the freight carrier used by Amneal or its Affiliate or Permitted Subcontractor to ship Products. Products will be transported in accordance with the delivery schedule is a material requirement of Specifications. Upon each purchase order. Time is shipment of the essence Product, Amneal will provide to Metsera the Release Documentation and such other documentation in fulfilling all purchase orders. (b) Unless otherwise specified in English as is required to meet Applicable Law, or such other documentation as the relevant purchase order or by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser Parties may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed agree upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right Parties shall cooperate reasonably to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times obtain all licenses or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time permits necessary to meet ship the Purchaser’s delivery scheduleProduct (the evaluation of which licenses or permits required shall be performed by Metsera or its designee). It Metsera or its designee is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled responsible for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until import control compliance. On the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchasershipment, the Seller is still bound to accept purchase orders for Products shall have at least the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.Minimum Remaining Shelf Life. [***]

Delivery. 4.1 All Deliveries must take place at the agreed moment or within the agreed time schedule and for the agreed price. If and insofar as the Supply consists of goods, Delivery will take place Carriage Paid including duties (aDDP, Incoterms 2020) Delivery at the address and time indicated by the Buyer. 4.2 All agreed delivery times and other moments agreed between the Buyer and the Supplier are considered to be strict deadlines. The mere exceeding of an agreed term means that the Supplier is in default with immediate effect, without such requiring a further notice of default. 4.3 In the event a penalty is imposed in connection with late or defective Delivery, such a penalty will never substitute any right to compensation on the part of the products Buyer and the Buyer will remain fully entitled to claim specific performance, suspension and/or dissolution of the Agreement in accordance question in addition to this penalty. 4.4 If it is impossible or the risk exists that it will be impossible for the Supplier to comply with its obligations in time, it will be obliged to notify the Buyer thereof immediately. 4.5 The Buyer will not accept partial Deliveries, unless this has been agreed in writing with the delivery schedule is a material requirement of each purchase order. Time is of Supplier and without additional cost for the essence in fulfilling all purchase ordersBuyer. (b) Unless otherwise specified in the relevant purchase order or by the Purchaser4.6 The Buyer will not accept Deliveries made early, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase orderunless this takes place with its prior, and in accordance with the instructions specified therein, during normal business hourswritten approval. (c) The Seller shall notify 4.7 In the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay event the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser Buyer is unable to accept the Supply or cooperate in the Delivery as a result of force majeure, including any failure on the part of its purchasers, postponement of delivery to its purchasers and/or non-performance or cancellation of the products on or after the delivery dateorders by its purchasers, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller Supplier will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender postpone the Delivery at the Buyer’s request, without additional costs for the Buyer, for a reasonable period to be determined by the Buyer, and, if and insofar as the Supply consists of products which does not fully comply with all the provisions goods, keep these properly packed, identifiable and separately stored and safe and insured. 4.8 If an acceptance test was agreed, receipt of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered confirmation sent by the Seller in advance of the date scheduled for delivery and return the same Buyer to the Seller at Supplier as referred to in article 10.7 of these Purchase Conditions will apply as the Seller’s expense and/or to accept early delivery moment of products and place such products in storage at the Seller’s expense until the scheduled delivery dateDelivery. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery a. Any dates quoted for delivery of the products Products are approximate only and WG shall not be liable for any delay in accordance with delivery of the delivery schedule is a material requirement of each purchase orderProducts however caused. Time is for delivery shall not be of the essence of any Contract. Any Products may be delivered by WG in fulfilling all purchase ordersadvance of the quoted delivery date upon giving reasonable notice to Buyer. (b) b. Unless otherwise specified agreed in writing, delivery of the relevant purchase order or by the Purchaser, all deliveries Products shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited WG’s premises upon notification to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase orderBuyer that such Products are ready for collection. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser Buyer shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to collect the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for Products any reason, the Purchaser is unable to accept delivery of the products time thereafter on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Sellerduring WG’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewithnormal business hours. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser WG shall have the right to reject assume that any products which are tendered by person who both reasonably appears and claims to have the Seller in advance authority to accept and sign for delivery of the date scheduled Products on behalf of Buyer does, in fact, have requisite authority from Buyer. c. Claims for delivery and return the same to the Seller at the Seller’s expense and/or to accept early non-delivery of products and place such products Products must be made in storage at the Seller’s expense until the scheduled delivery date. writing to WG within five (j5) The Purchaser reserves the right to withhold payment on products shipped in advance until working days from the date of payment invoice. In the event WG should agree to deliver Products directly to Buyer’s customer any such delivery shall be deemed to be made to Buyer and any refusal by Buyer's customer to accept such delivery shall be deemed to be a refusal by Buyer. d. Buyer agrees to accept partial delivery of Products ordered unless otherwise mutually agreed by the parties in writing. Where the Products are delivered in instalments, each delivery shall constitute a separate Contract. Failure by WG to between deliver any one or more of the Seller instalments in accordance with these Agreements or any claim by Buyer in respect of any one or more instalments shall not entitle Buyer to treat a Contract as repudiated or to cancel any other instalment. e. If Buyer fails to take delivery of the Products or fails to give WG adequate delivery instructions in its Purchase Order then, without prejudice to any other right or remedy available, WG may: (i) store the Products until actual delivery and charge Buyer for the Purchaser reasonable costs thereof, including insurance costs; or (ii) terminate the Contract forthwith and sell the Products. f. Buyer shall bear any and all costs (including original and return carriage costs) associated with any unjustified refusal of delivery of Products ordered pursuant to Clause 2(b) hereofa Contract. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. g. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller there is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or Products available to WG then WG may allocate any other reasonavailable Products between its buyers on such a basis as it deems appropriate. In case of the foregoing, then Buyer agrees to accept any Products delivered to it and shall pay the Seller shall ensure that appropriate pro-rated portion of the Purchaser has priority of supplyinvoiced price for such Products.

Delivery. (a) Delivery 8.1 Ypsomed shall deliver the number of the products in accordance with the delivery schedule is a material requirement of each purchase order. Time is of the essence in fulfilling all purchase orders. (b) Unless otherwise specified in the relevant purchase order or by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as Component Sets set out in the relevant purchase order but not Purchase Order by the Delivery Date (“Delivery”), provided that over-delivery or under-delivery of up to anticipate [***] of the Purchaser’s requirementsordered amount shall be allowed. Component Sets shall be delivered to AMAG FCA Ypsomed's manufacturing facility indicated in the Quality Agreement (Incoterms 2010) and title shall pass upon Delivery at such facility. 8.2 Ypsomed shall notify AMAG of any expected delay in Delivery and will make commercially reasonable efforts to effect Delivery as quickly as possible. The Parties shall, if requested by AMAG, renegotiate the date(s) of Delivery of all placed Purchase Orders following a delayed Delivery. Ypsomed may, upon AMAG’s prior written consent, make partial deliveries to maintain continuous supply. In case Ypsomed anticipates that it may not be able or is unable to Deliver all Components Sets by more than [***] after the Delivery Date set forth in a Purchase Order, Ypsomed shall notify AMAG in writing immediately and provide an explanation thereof. Ypsomed shall discuss with AMAG potential remedies and propose as soon as reasonably possible a mitigation plan to AMAG’s reasonable satisfaction, which will include concrete measures in line with Ypsomed’s business continuity plan, such as the introduction or increase of shift work, an internal second source option, or safety stock provisions; as well as any other measures in order to provide a fast and secure recovery of the supply of Component Sets. Notwithstanding the foregoing, if Ypsomed is or will be unable for any reason to deliver all Component Sets within [***] of the Delivery Date in the respective Purchase Order, then AMAG may, at its sole discretion, (i) The Purchaser cancel such Purchase Order without penalty to AMAG and the number of Component Sets in such cancelled Purchase Order shall have be counted toward the right Annual Minimum Quantity for the calendar year in which the cancelled Purchase Order was submitted, or (ii) accept Delivery of the Component Sets on a delivery date mutually agreed to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same Parties. 8.3 Ypsomed will convey good title to the Seller at the Seller’s expense and/or Component Sets to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment AMAG on products shipped in advance until the date of payment agreed to between the Seller Delivery, free and the Purchaser pursuant to Clause 2(b) hereofclear of any lien or encumbrance. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) 8.1 Products ordered pursuant to this Agreement shall be shipped by Supplier FCA from the Proximity Warehouse to be received by Nortel by the Committed Delivery of Date. No partial shipment shall be made without Nortel's prior consent. 8.2 Supplier shall package the products Products in accordance with the delivery schedule is a material requirement of packing and external marking practices agreed upon by Nortel and Supplier which shall comply with any criteria set forth in the Specifications. 8.3 Supplier shall ▇▇▇▇ each purchase order. Time is Product with Supplier's model number and where practical, the description of the essence Product and its revision level. 8.4 In the event Supplier, for any reason whatsoever, fails to deliver Products to meet a Committed Delivery Date and such failure results in fulfilling all a disruption to Nortel's manufacturing or delivery routines, unless such failure is attributable to force majeure or any wrongful act or omission of NNL, Nortel Subsidiary or Nortel Affiliate, NNL may, by written notice to Supplier, at its option: (a) cancel the affected quantity of Products in such Purchase Order or Release (without incurring any liability to purchase orders.from Supplier such quantity or affecting its other remedies under this Agreement) and reduce the relevant Target Product Total Stock (as set out in Section 7.1) by an amount not greater than the affected quantity of Products, and Nortel may thereafter purchase the affected quantity of Products (or equivalent products) from third parties and such purchases will count toward Nortel's Share Allocation, Target Allocations and Minimum Commitments; or (b) Unless otherwise allow Supplier to make partial and/or late shipment of some or all of the affected quantity of Products, in which case Nortel will pay for Product actually shipped. Nortel may, without liability, reschedule the Committed Delivery Date for Products provided such rescheduled Committed Delivery Date shall not exceed thirty (30) Business Days from the date the Products were originally scheduled to be delivered, and such rescheduling shall not prejudice Nortel's obligations pursuant to Section 7.1 for such Products. 8.5 Supplier will notify Nortel of any anticipated delay in meeting a Committed Delivery Date specified in the relevant purchase order any Purchase Order or by the Purchaser, all deliveries Release and shall be made at the ‘ship to’ address specified reasonably co-operate with Nortel in the relevant purchase orderimplementation by Supplier of any appropriate action or workaround plans with a view to enable Nortel to satisfy its customers' requirements. Upon receiving notification of the anticipated delay, and in accordance with Nortel may, by written notice to Supplier, at its option: (a) permit Supplier to make a partial shipment of Products; (b) permit Supplier to substitute products acceptable to Nortel until the instructions specified therein, during normal business hours.Products are delivered; or (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited permit Supplier to any actual or potential labour dispute which is delaying or threatening implement a workaround plan acceptable to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase orderNortel and Nortel's customers. 8.6 In the event a delay in delivery is attributable to force majeure, and such delay lasts more than thirty (d30) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reasondays, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser Parties shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged joint effort to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall notfind a solution; provided, at any timehowever, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreementthat, in the event any delay attributable to force majeure extends for a period such that Nortel's manufacturing or delivery routines are materially adversely affected, Nortel shall have the right, without obligation or liability, to cancel any Release or Purchase Order affected by such delay. 8.7 Regardless of the Committed Delivery Dates, it is the Parties intent that Supplier's delivery performance will be measured against its ability to meet customer requested dates ("CRD"), among other metrics. CRD is defined as the date Nortel or Nortel Affiliates request that the Seller is unableProduct be delivered. These requests for Products will include all forecasted demand plus Flex as determined pursuant to Section 7.1.6. For greater certainty, for Supplier will not, in any reasonway, to fulfill be in a timely manner the purchase order default of the Purchaser and those of the Seller’s other customers, due to a shortage of components or this Agreement if it does not meet any other reason, the Seller shall ensure that the Purchaser has priority of supplyCRD.

Delivery. (a) Delivery a. Any dates quoted for delivery of the products Products are approximate only and WG shall not be liable for any delay in accordance with delivery of the delivery schedule is a material requirement of each purchase orderProducts however caused. Time is for delivery shall not be of the essence of any Contract. Any Products may be delivered by WG in fulfilling all purchase ordersadvance of the quoted delivery date upon giving reasonable notice to ▇▇▇▇▇. (b) b. Unless otherwise specified agreed in writing, delivery of the relevant purchase order or by the Purchaser, all deliveries Products shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited WG’s premises upon notification to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase orderBuyer that such Products are ready for collection. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser Buyer shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to collect the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for Products any reason, the Purchaser is unable to accept delivery of the products time thereafter on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Sellerduring WG’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewithnormal business hours. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser WG shall have the right to reject assume that any products which are tendered by person who both reasonably appears and claims to have the Seller in advance authority to accept and sign for delivery of the date scheduled Products on behalf of Buyer does, in fact, have requisite authority from Buyer. c. Claims for delivery and return the same to the Seller at the Seller’s expense and/or to accept early non-delivery of products and place such products Products must be made in storage at the Seller’s expense until the scheduled delivery date. writing to WG within five (j5) The Purchaser reserves the right to withhold payment on products shipped in advance until working days from the date of payment invoice. In the event WG should agree to deliver Products directly to Buyer’s customer any such delivery shall be deemed to be made to Buyer and any refusal by ▇▇▇▇▇'s customer to accept such delivery shall be deemed to be a refusal by ▇▇▇▇▇. d. ▇▇▇▇▇ agrees to accept partial delivery of Products ordered unless otherwise mutually agreed by the parties in writing. Where the Products are delivered in instalments, each delivery shall constitute a separate Contract. Failure by WG to between deliver any one or more of the Seller instalments in accordance with these Agreements or any claim by Buyer in respect of any one or more instalments shall not entitle Buyer to treat a Contract as repudiated or to cancel any other instalment. e. If Buyer fails to take delivery of the Products or fails to give WG adequate delivery instructions in its Purchase Order then, without prejudice to any other right or remedy available, WG may: (i) store the Products until actual delivery and charge Buyer for the Purchaser reasonable costs thereof, including insurance costs; or (ii) terminate the Contract forthwith and sell the Products. f. Buyer shall bear any and all costs (including original and return carriage costs) associated with any unjustified refusal of delivery of Products ordered pursuant to Clause 2(b) hereofa Contract. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. g. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller there is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or Products available to WG then WG may allocate any other reasonavailable Products between its buyers on such a basis as it deems appropriate. In case of the foregoing, then ▇▇▇▇▇ agrees to accept any Products delivered to it and shall pay the Seller shall ensure that appropriate pro-rated portion of the Purchaser has priority of supplyinvoiced price for such Products.

Delivery. As stated above, all bids for merchandise delivered via Vendor truck or common carrier are to be shown on the bid two ways 1) as FOB destination, freight prepaid, loaded, inside and 2) as FOB destination freight collect, unloaded inside. When delivery is made using a Vendor truck, Bidders shall include a delivery charge or freight allowance for the collect option, to be invoiced to the Authority as a separate charge. The Authority will have the sole discretion to determine which method it prefers. The Authority may accept the delivery charge or allowance, or arrange its own transportation on a delivery by delivery basis as requested by the Authority and deduct the allowance from the invoice. Time of delivery shall be between the hours 8 A.M. and 3 P.M. Monday through Friday, unless otherwise indicated. All deliveries must be scheduled with Authority personnel at least forty-eight (a48) Delivery of the products hours in accordance advance. Merchandise may be returned if prior arrangements are not made with the delivery schedule location(s). All warehouse-merchandise must be shrink-wrapped with clear plastic and palletized on non- returnable pallets. Delivery truck trailer length cannot exceed 45 feet in length. The Authority will not accept an overage in any amount, but will accept partial shipments with the option to cancel the balance of the order at the Authority's discretion. In case of partial shipments, Vendors are required to indicate on both the packing slip and the invoice that this is a material requirement of each purchase order. Time is of the essence in fulfilling all purchase orders"Partial Shipment" and must indicate that "Balance Back Ordered. (b) Unless otherwise specified in the relevant purchase order or " Payment will be made, only for items actually delivered and accepted by the Purchaser, all deliveries Authority. The Vendor shall be ensure that each delivery made at to the ‘ship to’ address specified in the relevant purchase order, Authority is pursuant to and in accordance with the instructions specified thereinquantity specified, during normal business hours. (c) The Seller shall notify project specification and to the Purchaser promptly correct delivery point as printed below. In addition to and not in writing limitation of any cause whatsoeverrights the Authority may have against the Vendor, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment Authority may adjust the total amount of any purchase orderinvoice where inside delivery was specified but was not performed by the Vendor or their delivery agent. Such delay The Vendor is responsible for any and all duplicate deliveries and/or over-shipments. The Authority may not pay for any duplication of deliveries and/or over-shipments. Vendors shipping merchandise via parcel or threat of delay shall not excuse common carrier are to provide the Seller from proceeding Authority with performance a tracking number upon shipment of the relevant purchase order in accordance with merchandise. This information is to be forwarded via e-mail to the delivery schedule specified address indicated on the PO or BOA release. Vendors must identify on all shipments and invoices their Purchase Order number or release number for proper receipt and payments. Any deviation from these requests may cause delay in the relevant purchase orderpayment of invoices. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries "Deliver to/Ship to" address for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered itemsthis contract is: CALL SUPERINTENDENT OR DEPT. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.MANAGER United States

Delivery. (a) Delivery All deliveries of Products will be made to the products FOB Point. The Owner will specify the desired method of shipping. Unless otherwise agreed in accordance writing, the Owner will pay for all shipping, freight, insurance and other similar charges incurred in connection with such deliveries. In the delivery schedule is a material requirement absence of each purchase order. Time is written shipping instructions from the Owner, the Vendor will select the carrier and insurance company at the Owner's expense, taking into account and using its best commercial efforts to minimize the charges levied by the carriers and insurance companies under consideration, and will ship Products utilizing ground transportation; provided that, in the absence of prior shipping instructions, the essence in fulfilling all purchase ordersVendor will use reasonable efforts to contact the Owner to request such shipping instructions prior to making any such selections. (b) Unless otherwise specified The Owner will inspect and either accept or reject all Products in whole or in part within ten (10) Business Days after the relevant purchase order or date of receipt at the delivery location applicable to such Products pursuant to the terms of this Agreement. If the Owner fails to reject any Product delivered by the Purchaserend of such period, all deliveries the Owner shall be made at deemed to have accepted such Product; provided that any such acceptance will in no event limit, modify, waive or otherwise restrict the ‘ship to’ address specified in Owner's rights under the relevant purchase orderterms, and in accordance with including without limitation the instructions specified thereinwarranty provisions, during normal business hoursof this Agreement. (c) The Seller shall notify Owner may request that the Purchaser promptly in writing Vendor provide more extensive logistical and distribution capabilities to the Owner, which capabilities the Vendor will use its best commercial efforts to provide. If the Vendor agrees to provide such services, there may be, depending on the level and scope of such services, additional charges to the Owner on a per Product basis. Any such charges will be mutually agreed upon by the Parties during negotiations between the Parties on the provision of any cause whatsoeversuch additional logistical and distribution services beyond those outlined in this subsection 3.5; provided that, including but not limited in determining any such charges, the Owner will be deemed the Vendor's most important and favored Customer and will receive such services at prices, on payment terms and subject to all other contract terms on terms no less favorable to the Owner than those offered or available to any actual or potential labour dispute which is delaying or threatening other Customer subject to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order and in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply terms of products to the Purchaser under the relevant purchase ordersubsection 3.3. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery of the products in accordance with the delivery schedule is a material requirement of each purchase order. Time is of the essence under this Contract. Except for Buyer’s written consent, the delivery time cannot be delayed. Delivery in fulfilling all purchase ordersadvance shall be no more than [**] days prior to the delivery date, relating to every specific PO, stated in Buyer’s e-business website. (b) Unless otherwise specified Supplier agrees to prepare all documents and materials regarding law, regulation, import/export license, and other administration needed for shipping Products to the delivery place stipulated in Section 6. When make each shipment, Supplier should login Buyer’s e-business website to feedback shipment information. For avoidance of doubt, as the relevant purchase order or by Products may need to [**], the Purchaser, all deliveries shall be made Supplier is required to deliver the Products [**] at the ‘ship to’ address specified place stated in Section 6. The Supplier should obtain any necessary export license or other documentation prior to the relevant purchase order, delivery of Products and in accordance with inform the instructions specified therein, during normal business hoursBuyer of such information. The Buyer should provide necessary assistance for the Supplier’s application. (c) The Seller If Supplier for any reason anticipates that deliveries will not be made as required, it shall notify immediately give Buyer written notice setting forth the Purchaser promptly in writing details and plan for corrective action. Such data shall be informational only and shall not be construed as a waiver by Buyer of any cause whatsoever, including but not limited to any actual delivery schedule or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase ordersuch rights or remedies. Such If delay or threat inability to perform arises from interruption of delay supply or scarcity of raw materials or parts used by Supplier, Buyer’s orders shall not excuse the Seller from proceeding with performance of the relevant purchase order be given priority in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption production scheduling to the supply same extent as Supplier’s other strategic partners. ZTE Kangxun Telecom Co. Ltd Copyright Reserved Page 8 of products to the Purchaser under the relevant purchase order.35 Ver.2008-10 ZTE ZTE/Acacia Confidentialp (d) The Purchaser Once Products have passed Buyer’s Delivery Inspection, which will be promptly confirmed and publicized on the Buyer’s website, ownership and risk of Products shall be entitled transferred to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such reschedulingBuyer. (e) If All Products shall be packed by Supplier in suitable containers with sufficient protection together with proper and necessary marks during shipment and storage. The package shall be reasonably suitable to prevent Products from damages caused by moisture, vibration or contamination. The marks shall include but not limited to shipping ▇▇▇▇, Indicative ▇▇▇▇, Warning ▇▇▇▇. Supplier will be liable for any reason, damages to the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice Products prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps due to prevent their deterioration until delivery on the new delivery date specified insufficient packaging or improper marks by the PurchaserSupplier. (f) It Supplier is required to print Buyer’s barcode labels from Buyer’s e-business website and stick them to the Sellerminimum packages of delivered goods. Information on Supplier’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewithcontainer labels will include, without limitation: Supplier name, Supplier P/N, Buyer P/N, PO number, production lot number, quantity, weight, carton number. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries Products delivered shall be at the expense attached with packing list and three copies of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expenseinvoices. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. Delivery of all Contract items shall be made in accordance with Appendix B, § 45, Product Delivery and § 47, Contractor must offer (a) dock delivery, (b) inside delivery, and (c) inside delivery to desk/bench top at no additional charge. Inside delivery and inside delivery to desk/bench will be made only when the delivery is a) feasible, b) the delivery location is mutually agreed upon by the Authorized User’s Agency and Contractor and c) inside delivery can be pre-arranged. There shall be no charges for delivery except in the instance of special handling as noted in the paragraph below. Delivery of the products shall be made in accordance with instructions on the Purchase Order from each Authorized User. Orders shall be delivered within three (3) Business Days from the time of receipt of order, except in the instances where the items being ordered require special handling. If an Authorized User requires an inside delivery schedule (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.) Delivery for items requiring special handling may be charged to Authorized Users. Orders shall be received in accordance with § 2.15, Ordering. Special Delivery shall be expressed in number of calendar days required to make delivery after receipt of a material requirement of each purchase order. Time is of the essence in fulfilling all purchase orders. (b) Unless otherwise specified in the relevant purchase order or by the Purchaser, all deliveries Delivery shall be made at the ‘ship to’ address specified in most economical method for the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept proper delivery of the products product unless special instructions are stated on or after the delivery date, order by the Purchaser shall give reasonable notice Authorized User. Authorized User must be informed of the additional cost prior to delivery and agree in writing to the agreed upon delivery date additional charge. Shipping costs must be prepaid by the vendor and may be added to the Seller invoice with a copy of the freight ▇▇▇▇. Dry ice charges will store only be allowable and charged to Authorized Users the products, safeguard them manufacturer determines the item(s) need to ship on ice for quality control. Hazardous materials fees will only be allowable and take all reasonable steps charged to prevent their deterioration until delivery the Authorized Users when the shipper assesses a hazardous materials charge based on the new item’s composition. Overnight service charges will only be allowable and charged to the Authorized User if the Authorized User requests overnight delivery date specified by when the Purchaser. item could be delivered within (f3) It is Business Days from the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advancetime of receipt of order. In any event, any additional costs incurred in such partial deliveries delivery shall be at the expense most economical method and the Authorized User must be informed of the Selleradditional cost prior to delivery and agree in writing to the additional charge. Expedited, unless overnight delivery air service when standard delivery service is available and the item(s) could be delivered within (3) Business Days from the time of receipt of order will only be allowable and charged to the Authorized Users when such partial deliveries are delivery is requested for by the Purchaser in writingAuthorized User. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery Authorized User must be informed of the products is not made additional cost prior to delivery and agree in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser writing to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.additional charge

Delivery. Unless otherwise agreed to by Seller in a purchase order, delivery terms are Ex Works (aIncoterms 2020) Delivery at Seller’s designated facility with the exception that Seller is responsible for obtaining the export license and completing all export clearance documents. Buyer is responsible for all carriage, duties, taxes, and other charges to enable import clearance. Unless otherwise agreed to by Seller in a purchase order, Seller will schedule delivery in accordance with its published lead-time. Seller reserves the right to assess an expedite fee for purchase orders requested to be shipped prior to agreed lead-times. Buyer will pay all transportation costs (including insurance, taxes, and customs duties) and for any claims to be filed with the carrier. Title to goods will pass to Buyer alongside risk of the products loss or damage in accordance with the delivery schedule is a material requirement of each purchase orderapplicable Incoterm agreed between the Parties. Time is Unless expressly specified to the contrary, stock goods will be shipped promptly, and goods not in stock will be shipped as soon as commercially reasonable. However, all shipping dates are approximate and time shall not be of the essence essence. Shipping dates are based upon the current availability of material, existing production schedules, and prompt receipt of all necessary information. Seller will not be liable for any damage, loss, fault, or expenses arising out of delays in fulfilling shipment or other nonperformance of its obligations caused by force majeure, act of God, or any other cause or condition beyond Seller's reasonable control and foreseeability. In the event of any such delay or nonperformance, Seller may, at its preference, and without liability, cancel all or any portion of a purchase orders. (b) Unless otherwise order and/or extend any date upon which any performance thereunder is due. Any delivery not in dispute shall be paid for regardless of other controversies relating to other delivered or undelivered goods. Orders will be considered complete upon shipment of a quantity up to 5% over or under the amount specified in the relevant purchase order or by when it is impracticable to produce the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hoursexact quantity ordered. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery of the products Seller will deliver to Buyer Buyer's requirements for Product in accordance with the terms of this Agreement. Product in Cylinders will be delivered F.O.B. point of shipment. At Seller's request, Buyer will provide to Seller information relating to Buyer's pattern of use of Product from each Supply System. Seller may anticipate Buyer's requirements for Product and deliver Product at such times as are consistent with Seller's delivery schedule is a material requirement schedule. The delivery of Product by Seller will constitute Buyer's purchase thereof, and the quantities delivered will be measured by Seller by the method it regularly uses for the type of delivery made. Buyer grants to Seller the right of twenty-four (24) hour access to each purchase order. Time is of the essence in fulfilling all purchase orders.Supply System site, and if (a) Buyer fails to grant such access, or (b) Unless Seller is unable to deliver Product (i) from Seller's Shipping Point or (ii) to deliver Product at any time consistent with Seller's delivery schedule or otherwise specified in the relevant purchase order or by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified thereinterms of this Agreement due to any act or omission of Buyer, Buyer will pay Seller any applicable delivery charge set forth in Seller's delivery option charge schedule. If Seller is requested by Buyer and is able to make deliveries during normal business hours. a strike or other concerted acts of workers affecting Buyer, then such deliveries will be made at Buyer's sole risk and, notwithstanding anything in this Agreement to the contrary, Buyer hereby indemnifies and holds harmless Seller from and against all costs (c) The Seller shall notify the Purchaser promptly in writing including legal fees), damages, liabilities or claims arising out of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advancedeliveries. In any eventaddition, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser Seller reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made request, in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser its sole discretion, that Buyer provide qualified personnel to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition deliver Product to any other rights Supply System affected by such strike or concerted acts, and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge Buyer will provide such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase orderpersonnel. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery of the products in accordance with the delivery schedule is a material requirement of each purchase order. Time is shall be of the essence in fulfilling all purchase orders. (b) Unless otherwise specified this Order. Delivery must be in strict compliance with the relevant purchase order or by the Purchaser, all deliveries schedule contained in this Order and shall be made by Seller at the ‘ship to’ address such times and places and of such items and quantities as are specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase orderby Perfekta. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with Perfekta may adjust the delivery schedule specified at its discretion without charge or expense to Perfekta. Goods fabricated in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply excess or in advance of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Perfekta’s requirements contained in this Order are at Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewithrisk. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser Perfekta reserves the right to return excess shipments to Seller, at the Seller’s expense. , all Goods received more than seven (g7) If the Seller’s delivery calendar days ahead of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser required delivery date. Perfekta reserves the right right, without liability and in addition loss of discount privileges, to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or pay invoices covering items shipped in advance of the time necessary schedule on the normal maturity after the date specified for delivery. If Seller fails to meet its scheduled delivery dates and Perfekta elects to call for expedited shipments, Seller will pay the Purchaser’s delivery scheduledifference between the method of shipping specified and the actual expedited rate incurred. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products Should Perfekta accept Goods which are tendered by not delivered on or before the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled required delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reasonwhich option Perfekta reserves, the Seller shall ensure be liable for all additional costs incurred by Perfekta, because of such delay(s) including, but not limited to, telecommunication costs, additional or premium transportation charges, special handling expenses, damages incurred by Perfekta from its customer attributed to Seller’s failure to perform its obligations under this Order and costs to Perfekta, to use Goods out of normal manufacturing sequence or schedule, in addition to other remedies available by law to Perfekta. The Parties further acknowledge that the Purchaser has priority nature and actual amount of supply.costs associated with delivery delay are uncertain and difficult to calculate. Therefore, Perfekta may choose, in its sole discretion, to require Seller to pay Perfekta liquidated damages. The parties acknowledge that such payments are not intended as a penalty, but are, in lieu of the actual damages measured by such costs. If Perfekta chooses to recover liquidated damages, they shall be equal to 1% of the value of the delinquent items per day of delay or a minimum of $100 for each item per day of delay. The parties agree this calculation represents a reasonable estimate of the additional costs to be incurred by Perfekta in connection with a delivery delay. Accumulation of liquidated damages will be subject to a grace period of five (5) days per item after which liquidated damages shall begin. Perfekta’s choice to recover such liquidated damages for delayed delivery on any one or more occasions shall not, however, preclude Perfekta from recovering the actual costs incurred because of delayed delivery on any other occasion. Title and risk of loss shall remain in Seller until Goods are delivered to Perfekta. Notwithstanding such delivery, Seller shall bear risk of loss or damage to Goods purchased hereunder from the time that Perfekta gives notice of rejection of Goods pursuant to the inspection provisions of this Order. If Seller encounters or anticipates difficulty in meeting the delivery schedule, Seller shall immediately notify Perfekta in writing, giving pertinent details; provided however, that the receipt of such information shall

Delivery. The communicated delivery times are purely indicative. GC is not responsible for indirect damage resulting from late delivery or lack of delivery. If the delay in delivery lasts more than thirty (a30) Delivery days, the Buyer has the right to cancel the purchase by registered letter without judicial intervention. Any advance payment made by it will be refunded. The Buyer explicitly renounces any other possible means of redress, in particular the awarding of any form of damage compensation. Compliance with GC`s delivery obligation presumes the timely and proper satisfaction of the products Buyer`s obligations. GC retains the right to make partial deliveries. The partial delivery of an order may never serve as justification for the refusal to pay for the goods delivered. The goods sold shall be delivered in accordance with the delivery schedule Incoterms 2020 CIP, unless expressly agreed otherwise. The Buyer is obliged to receive the goods delivered by a material requirement carrier on behalf of each purchase orderGC at the agreed time, and to foresee the required space so that the goods can be delivered. Time is The carrier shall deliver the goods to the ground floor of the essence registered office of the Buyer, unless agreed otherwise. Upon delivery, the Buyer shall sign the delivery note in fulfilling all purchase orders. (b) Unless otherwise specified acknowledgement of receipt. However, the risk shall transfer from GC to the Buyer at the point where the goods are taken in the relevant purchase order or charge by the Purchaser, all deliveries carrier. Title to the goods shall be made at only pass to the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. Buyer when full payment (cincluding accessories) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with invoice for the delivery schedule specified in the relevant purchase orderaforementioned goods has been made. The Seller shall cooperate with the Purchaser Buyer has to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser notify GC immediately in writing in advancecase of attachments or other interventions of third parties so that GC is able to file an action according to § 771 ZPO (German Code of Civil Procedure). In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to For the duration of the new lead time for ordering retention of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchasertitle, the Seller is still bound goods are to accept purchase orders for be insured by the products where such purchase orders are made within Buyer against fire, water, theft and burglary theft; the original lead time. (l) Notwithstanding rights from these insurances will be assigned to GC which accepts these assignments. In case the Seller’s obligations under this Agreement, in Buyer resells the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reasongoods, the Seller Buyer will grant an extended retention of title to GC. The Buyer shall ensure that however be entitled to collect this claim towards the Purchaser has priority of supplySub-Buyer while GC retains the right to collect the claim itself.

Delivery. (a) Delivery of Prior to the products Effective Time, the Company shall appoint a Person authorized to act as exchange agent in accordance connection with the delivery schedule is a material requirement transactions contemplated by Section 3.01, which Person shall be selected by the Company and be reasonably acceptable to Hepion (the “Exchange Agent”) and enter into an exchange agent agreement reasonably acceptable to the Company and Hepion with the Exchange Agent (the “Exchange Agent Agreement”) for the purpose of exchanging, upon the terms and subject to the conditions set forth in this Agreement, each purchase ordershare of Hepion Common Stock on the register of stockholders of Hepion as of immediately prior to the Effective Time for the Hepion Shares Merger Consideration issuable in respect of such Hepion Common Stock. Time is At least two Business Days prior to the Closing, the Company and Hepion shall direct the Exchange Agent to, at the Effective Time, exchange each such share of Hepion Common Stock for the essence in fulfilling all purchase ordersapplicable Merger Consideration pursuant to the Exchange Agent Agreement and perform the Exchange Agent’s other obligations thereunder. (b) Unless otherwise specified in All Company Ordinary Shares delivered upon the relevant purchase order or by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and exchange of Hepion Common Stock in accordance with the instructions specified thereinterms of this Article III shall be deemed to have been exchanged in full satisfaction of all rights pertaining to the securities represented by such shares of Hepion Common Stock and there shall be no further registration of transfers on the register of shareholders of Hepion of the Hepion Common Stock. From and after the Effective Time, during normal business hoursholders of shares of Hepion Common Stock shall cease to have any rights as shareholders of Hepion, except the right to receive Company Ordinary Shares in exchange therefor, as provided in this Agreement. (c) The Seller shall notify From and after the Purchaser promptly in writing of any cause whatsoeverEffective Time, including but not limited to any actual until surrendered or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order transferred, as applicable, in accordance with this Section 3.03, each share of Hepion Common Stock shall solely represent the delivery schedule specified in right to receive the relevant purchase order. The Seller shall cooperate with the Purchaser Hepion Shares Merger Consideration to avoid disruption which such Hepion Common Stock is entitled to the supply of products receive pursuant to the Purchaser under the relevant purchase orderthis Agreement. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice Notwithstanding anything to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified contrary in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in none of the event that Parties or the Seller is unable, Surviving Company or the Exchange Agent shall be liable to any Person for any reasonamount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar applicable Law. Any portion of the Merger Consideration remaining unclaimed by Hepion Stockholders immediately prior to such time when the amounts would otherwise escheat to, or become property of, any Governmental Authority shall become, to fulfill in a timely manner the purchase order extent permitted by applicable Law, the property of the Purchaser Company free and those clear of the Seller’s other customers, due to a shortage any claims or interest of components or any other reason, the Seller shall ensure that the Purchaser has priority of supplyPerson previously entitled thereto.

Delivery. (a) Delivery of the products in accordance with the delivery schedule is a material requirement of each purchase order. Time is of the essence in fulfilling all purchase orders. (b) Unless otherwise of this Order. If Supplier delivers the goods or completes the services later than scheduled, Buyer may assess such amounts as liquidated damages for Supplier’s late delivery. The parties agree that liquidated damages shall be calculated as follows: liquidated damages equal 1.5% of the Order price specified in this Order or on the relevant purchase order PO per week up to 10% of the total Order price shall apply during the delay period. The parties agree that the liquidated damages set forth on the PO or by in this Order are the Purchaser, all deliveries exclusive remedy only for the damages resulting from Supplier’s delay; are a reasonable pre-estimate of the damages Buyer shall be made suffer as a result of Supplier’s delay based on circumstances existing at the ‘ship to’ address specified in time this Order was issued; and are to be assessed as liquidated damages and not as a penalty. Buyer’s resort to liquidated damages for Supplier’s delay does not preclude Buyer’s right to any remedies, damages and choices under this Order other than the relevant purchase orderdamages resulting from such delay, and in accordance with the instructions specified thereinincluding, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual cost or potential labour dispute which is delaying expenses incurred by the Buyer for premium transportation, customer liquidated damages, customer penalties or threatening Buyer’s right to delay terminate this Order for non-delivery. If no liquidated damages are set forth on the timely fulfillment of any purchase order. Such delay PO or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser this Order, Buyer shall be entitled to reschedule deliveries for recover all standard commodity parts by serving damages it incurs as a written Reschedule Notice result of Supplier’s failure to perform as scheduled. All delivery designations are Incoterms® 2020. Unless otherwise set forth on the Seller and the Seller PO, all goods provided under this Order shall be delivered FCA Supplier’s facility. Buyer may specify contract of carriage in all cases. Failure of Supplier to comply with any such Reschedule Notice Buyer specification shall cause all resulting transportation charges to be for all undelivered itemsthe account of Supplier. The Purchaser may request In case the rescheduling of deliveries for special and customised parts and the Seller parties agree that goods under this Order shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reasonbe delivered DAP, the Purchaser is unable Supplier shall arrange the transportation and bear all risks associated to accept safe delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior goods to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified designated location confirmed by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the productsBuyer. If the Seller does not give sufficient notice goods under this Order are being purchased by the Buyer for the manufacturing purposes and/or sites, the title and risk to the goods shall pass from Supplier to Buyer upon the acceptance of the change in lead time goods by the Buyer; if the goods under this Order are being purchased by the Buyer for onward sales to its customers the title to the Purchaser, goods shall pass from Supplier to Buyer at the Seller is still bound same point that risk of loss transfers from Supplier to accept purchase orders for Buyer as per the products where such purchase orders are made within the original lead timeapplicable Incoterm. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery 6.1 The date quoted for delivery is an estimate only and shall be extended by a reasonable period if there is any delay caused by industrial dispute or by any cause beyond the reasonable control of Seller. In no event shall Seller be liable to Buyer damages or delays caused by any such delay, including without limitation lost profits and consequential damages. 6.2 Where the Goods are to be delivered in installments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the products installments in accordance with the Contract and these Conditions or any claims by Buyer in respect of any one or more installments shall not entitle Buyer to treat the Contract as a whole repudiated. 6.3 If Seller fails to deliver the Goods for any reason other than any cause beyond Seller's reasonable control or ▇▇▇▇▇'s fault and Seller is determined by a court of competent jurisdiction to be liable to Buyer, Seller’s liability and ▇▇▇▇▇’s sole recovery shall be limited to the amount of money actually paid by Buyer to Seller for such Goods. Buyer agrees that damages in such event are incapable of determination and therefore accepts the foregoing as liquidated damages. 6.4 If Buyer fails to take timely delivery schedule is a material requirement of each purchase order. Time is of the essence Goods or fails to give Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of Seller's breach) then without prejudice to any other right or remedy available to Seller, Seller may: (a) store the Goods until actual- delivery for Buyer’s convenience at Buyer’s sole risk in fulfilling which event Buyer shall be responsible for payment of all purchase orders. costs (including insurance) of storage; or (b) Unless otherwise specified in sell the relevant purchase order Goods at scrap metal value and (after deducting all reasonable storage and selling expenses) account to Buyer for the excess over the Price under the Contract, if any, or by Buyer shall pay to Seller the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing amount of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay shortfall below the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser Price under the relevant purchase orderContract. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery 9.1 Seller’s obligation to make delivery hereunder is subject to the availability of the products particular Product shown in the Seller’s Sales Confirmation. 9.2 If the Seller at any time and for any reason believes that there may be a shortage of Product at the place of Delivery, it may allocate its available Products among its buyers in a manner as it may decide and in its absolute discretion. The Seller shall not be required to deliver the Product for export of which a government or port or other permit is required and has not been obtained by the Buyer. 9.3 The Buyer shall be responsible for obtaining all necessary permits, licenses and approvals required to enable Seller and Buyer to execute their entire obligation under this Agreement. 9.4 Delivery shall be made in one or more consignments at the place of Delivery by such means as the Seller deems appropriate. 9.5 The place of Delivery shall be at a place permitted by the port regulations or authorities concerned. If it is in the opinion of the Seller that the delivery will likely cause a labour dispute with its employees, the Buyer shall be required to provide its own bunker barge or bunker tanker notwithstanding what had been agreed in the Seller’s Sales Confirmation. 9.6 Subject to the availability of the Product, the availability of facilities at the place of Delivery and the Buyer providing the required notice in accordance with Clause 8 hereof, the Seller will use its best endeavour to ensure that the Product will be delivered promptly upon the Vessel’s arrival but the Seller shall not be responsible for any loss, expense, damage, demurrage, detention or increased costs incurred in consequence of the Vessel not being supplied promptly or otherwise being delayed or restrained for any reason whatsoever. 9.7 For delivery by bunker barge or bunker tanker, the Buyer shall at its own expense provide a clear and safe berth or safe anchorage for the bunker barge or bunker tanker to proceed and remain safely alongside the receiving Vessel and shall provide all necessary facilities and assistance required to effect delivery. The Buyer agrees to pay and indemnify the Seller against all claims and expenses in respect of any loss, damage or delay caused by the receiving Vessel to the delivering bunker barge or bunker tanker. 9.8 The Buyer and the receiving Vessel shall assist in safe mooring of the bunker barge or bunker tanker and make all connection/disconnection between the delivery schedule is a material requirement of each purchase order. Time is hoses or the pipelines and the intake pipe of the essence receiving Vessel. The buyer shall render all necessary assistance and provide sufficient tank space and equipment to promptly receive each and every consignment of the Product. It is the Buyer’s and the receiving Vessel’s responsibility to ensure that the Product is being received at a safe rate and pressure and that all receiving equipment utilized are fully functional, oil tight, and in fulfilling all purchase ordersgood working order and condition and in every way fit to receive the Product safely. 9.9 In event the receiving Vessel’s arrival at the place of Delivery is later than the date of delivery as stated in the Seller’s Sales Confirmation, or the receiving Vessel refuses to receive the Product expeditiously for whatsoever reason, the Seller hereby reserved the right to claim the Buyer and the receiving Vessel for all losses, additional expenses, charges arising there from including without limitation, demurrage at Seller’s established rates and any increase in the price of the Product. 9.10 In event the receiving Vessel arrived earlier or later than the date of delivery as stated in the Seller’s Sales Confirmation or she is unable or refused to receive the Product (b) Unless otherwise see Clause 9.9), the product will be delivered by Seller on a best endeavour basis. The Seller is under no obligation whatsoever to effect prompt delivery and any guarantee or warranty given expressly or impliedly as to prompt delivery is hereby expressly excluded. 9.11 In event the receiving Vessel’s representative or crew had accepted the quantity of the Product delivered as evidenced by the receiving Vessel’s representative’s or crew’s signature on the bunker delivery receipt or bunker delivery note and there is no further written request from the receiving Vessel to the Seller’s bunker barge or bunker tanker prior to the disconnection of the bunker hose, the quantity as shown on the bunker delivery receipt or bunker delivery note shall be deemed final and complete and there shall be no further obligation on the Seller to deliver up to the nominated quantity as specified in the relevant purchase order or by Seller’s Sales Confirmation and Buyer shall not have any claims against the PurchaserSeller for any short delivery. However, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify have the Purchaser promptly in writing of right to claim the Buyer for any cause whatsoever, losses incurred including but not limited to any actual or potential labour dispute which is delaying or threatening to delay loss of profit on the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse difference in quantity delivered and the Seller from proceeding with performance nominated quantity. 9.12 The quantity of the relevant purchase order in accordance with Product delivered shall be determined strictly using the delivery schedule specified in bunker barge or bunker tanker’s measurements and calculations. In event flow meters are used instead of tank gauging, the relevant purchase order. The Seller flow meter readings from the meter fitted on board the delivery bunker barge or bunker tanker shall cooperate with be used for determining the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase orderquantity delivered. (d) The Purchaser shall be entitled 9.13 With regards to reschedule deliveries ▇▇▇▇▇’s request for all standard commodity parts by serving a written Reschedule Notice to information on the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling Place of deliveries for special and customised parts and Delivery or other Place of Delivery, the Seller shall use its best efforts endeavours to accommodate obtain or provide the information requested. Whilst every care will be taken by the Seller that such information is accurate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable up to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It it is the SellerBuyer’s responsibility to furnish countercheck the quantity specified in accuracy of any information provided and such information are furnished to the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under Buyers on a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products strict understanding that it is not made in the quantities a contractual representation and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading that no responsibility of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser whatsoever nature will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same attach to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery datefor its accuracy or completeness. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery SELLER and Affiliate shall not be required or obligated to make any delivery outside of their usual business hours or in any quantity which would exceed maximum load weights permitted by law. Except as set forth in Section 3.4(b), deliveries of Products shall be made f.o.b. the terminal(s) listed at Exhibit A, as amended from time to time; Title to, and risk of loss, of all Products delivered at terminal(s) shall pass to BUYER when such Products pass the inlet flange on the transport trucks of BUYER or BUYER’s common carrier, except that SELLER or Affiliate shall retain title to any vapors or condensate recovered during delivery. Title to and risk of loss of products in accordance with other than the Products shall pass to BUYER when such products are loaded for delivery schedule is a material requirement at the point of each purchase order. Time is of the essence in fulfilling all purchase ordersorigin. (b) Unless otherwise specified in the relevant purchase order Deliveries of all Products delivered to BUYER, directly or by the Purchaserthrough hired common carrier, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase ordermade, and in accordance with title to and risk of loss of such Products shall pass to BUYER, as the instructions specified therein, during normal business hoursProduct enters BUYER’s storage tanks. Transportation arranged for BUYER shall be at BUYER’s cost and shall not affect title and risk of loss. (c) The Seller SELLER and Affiliate shall notify the Purchaser promptly have no obligation to deliver Products to BUYER at any terminal unless BUYER, its agents, and its carriers have entered into, and are in writing of any cause whatsoevercompliance with, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance agreements with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption terminal operator governing access to the supply of products to the Purchaser under the relevant purchase orderterminal. (d) The Purchaser place of delivery of any Product(s) may be changed by giving BUYER at least fifteen (15) days prior written notice, or such lesser time as is reasonable under the circumstances, in which case the new supply terminal shall be entitled added to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller Exhibit A where appropriate and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries no longer available supply terminal shall be deleted. If a Product is discontinued at the expense of the Seller, unless only terminal for such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products Product and a different terminal is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Sellerdesignated for that Product, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part then both SELLER (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoingAffiliate, if a tender applicable) and BUYER shall be relieved of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser any further obligation hereunder with respect to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase orderthat Product. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery of 7.1 It is recorded that while BHBW will use its reasonable endeavours to deliver the products equipment referred to in accordance with the Proposal to the customer on the delivery schedule date stated in the Proposal, such date is a material requirement of each purchase order. Time is only an estimate and time shall not be of the essence in fulfilling all purchase orders. (b) Unless otherwise specified in the relevant purchase order or by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advanceequipment. In any event, any additional costs incurred in such partial deliveries shall be at the expense light of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreementabove, in the event that BHBW fails to deliver the Seller equipment to the customer on the stated delivery date, such failure shall not be deemed to be a breach by BHBW of this Agreement. 7.2 BHBW does not, as far as is unablepermissible in law, accept liability or responsibility for unforeseeable delays due to factors beyond BHBW’s control. Such factors would typically include, inter alia, uncontrollable delays on the part of suppliers, shippers, customs, railway and road transporters and the like. Accordingly, BHBW does not, as far as permissible in law, accept liability or penalties or direct or consequential damages or losses incurred by the customer which are as a result of a failure to deliver the equipment on the stated delivery date. 7.3 Unless otherwise agreed, the customer is liable for any reason, to fulfill in a timely manner the purchase order transport costs of the Purchaser and those equipment from the premises of BHBW to any delivery address of the Sellercustomer. 7.4 As far as permissible in law, in the event that BHBW or BHBW’s other customerscarrier transports the equipment to the customer, due delivery and passing of the risk in the equipment shall be deemed to have taken place when the equipment is delivered at the customer’s premises. The signature of any employee or representative of the customer on BHBW’s delivery note or invoice shall be prima facie proof of proper delivery. 7.5 Should BHBW, at the customer’s request, agree to engage a shortage third party carrier to transport the equipment to the customer, such carrier shall be the customer’s agent and BHBW shall engage the carrier on such terms and conditions as it deems fit and the customer indemnifies BHBW against all demands and claims which may be made against it by the carrier so engaged and all liability which BHBW may incur. Delivery to such carrier by BHBW shall be deemed to be delivery to the customer. The signature of components any employee or representative of the carrier shall be prima facie proof of proper delivery to the customer. 7.6 As far as permissible in law, delivery of the equipment to any delivery address given by the customer shall constitute proper delivery of the equipment, despite the fact that such address may not have been the address or premises of the customer. 7.7 If the customer fails to take delivery of the equipment when delivery of the same is offered by BHBW, or should the customer in any way delay the delivery of the equipment, then as far as permissible in law, the risk in the equipment shall immediately pass to the customer and the customer shall be liable to pay BHBW the reasonable costs of storing, insuring, and handling the equipment, from the date that BHBW offered delivery or the customer failed to take delivery, until the date of actual delivery. 7.8 As far as permissible in law, the customer shall be barred from lodging any claim in respect of discrepancies in the equipment unless the customer has specified on the delivery note the nature of the discrepancy when taking delivery. 7.9 The customer agrees to adhere to and follow the delivery and handover processes which BHBW requires and agrees to have all intended operators (where applicable) of the equipment present at the delivery and handover. 7.10 Where the customer is providing trade in equipment to BHBW, such trade in equipment must be delivered by the customer to BHBW, at its nominated address, by no later than [INSERT]. Notwithstanding any other reasonprovision of this Agreement, BHBW shall not be obliged to deliver the equipment referred to in the Proposal to the customer unless and until such time as the customer has delivered the trade in equipment to BHBW in accordance with this clause. Upon delivery of the trade in equipment to BHBW , all risk, benefit and ownership thereof shall automatically transfer to BHBW. To the extent that the customer is required to sign any document or do any other thing in order for the aforementioned risk and ownership in the trade in equipment to transfer, the Seller shall ensure that the Purchaser has priority customer hereby irrevocably and unconditionally agrees to do or sign same upon receipt of supplya request therefor by BHBW.

Delivery. (a) Delivery of the products in accordance with the delivery schedule is a material requirement of each purchase order. Time is will not be of the essence in fulfilling all purchase ordersunder this Contract. (b) Unless stated otherwise specified in Prok’s quotation, all Goods are supplied ex-works at the place of manufacture and delivery to a carrier's vehicle, including loading, shall constitute delivery by Prok to the Purchaser. No allowance has been made in the relevant purchase order Price for transport, insurance or by unloading costs. Where the Purchaser requests delivery other than ex-works Prok, at its sole discretion, may agree to act as agent for the Purchaser to effect such delivery and all costs of carriage and insurance in relation thereto will be to the Purchaser, all deliveries 's account. In any event the Purchaser shall be made at ensure provision of reasonable access to the ‘ship to’ address specified in the relevant purchase order, point of delivery and in accordance with the instructions specified therein, during normal business hoursfor off-loading and/or handling without delay. (c) The Seller shall notify Prok reserves the right, in its sole discretion to make partial deliveries of any Goods and to invoice such partial deliveries separately to the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply clause 6 of products to the Purchaser under the relevant purchase orderthese Terms and Conditions. (d) The Unless otherwise expressly agreed in writing by Prok, all delivery dates provided by Prok are approximate only and although every reasonable effort will be made by Prok to deliver Goods by the estimated delivery date, any failure by Prok to deliver the Goods by any particular date will not entitle the Purchaser shall be entitled to reschedule deliveries cancel the Contract or void any of these terms of this Contract or entitle the Purchaser to claim any compensation whatsoever (including liquidated or unliquidated damages) from Prok for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such reschedulinglate delivery. (e) If for any reason, the Purchaser is unable Where Prok agrees in writing to accept delivery of the products on or after the guarantee a delivery date, Prok will not be liable for failure to fulfil or for delays in delivering the Purchaser shall give reasonable notice prior to the agreed upon Goods where delivery date and the Seller will store the productsis prevented, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified delayed or hindered by a force majeure event, any act or omission or direction of the Purchaser, the Purchaser’s employees, agents or contractors or where Prok is delayed by any other cause beyond Prok’s reasonable control. (f) It is All delivery dates are dependent upon the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense timely receipt of the SellerPurchaser’s written order, unless such partial deliveries are requested all necessary particulars or details required for by the Purchaser production and payment of any progress claims strictly in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expenseaccordance with this Contract. (g) If after a period of 14 days from the Seller’s date Prok notifies the Purchaser that Goods are ready for delivery and delivery of the products such Goods is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if delayed for any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remediesreason beyond Prok’s reasonable control Prok shall be entitled, at its sole and absolute discretion, to:to arrange for suitable storage of such Goods at its premises or elsewhere and Prok shall take reasonable measures to protect the Purchaser's interest in such Goods. To the extent permitted by law, the Purchaser shall pay all reasonable costs of such storage together with all reasonable costs of insurance, demurrage, handling and other contingent charges as a result of the storage and delivery of the Goods. (ih) require the Seller In addition to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities requiredsub clause (g) above, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order if Goods are in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled ready for delivery and return the same to the Seller at the Seller’s expense and/or to accept early if delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date Goods is delayed by reason of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration instructions given, or lack of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to instructions by the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reasondelay outside of Prok’s reasonable control, the Seller then Prok shall ensure that the Purchaser has priority of supplybe entitled to invoice and payment for those Goods in accordance with clause 6(d).

Delivery. (a) Delivery of the products in accordance 8.1. WE will contact you with the an estimated delivery schedule is a material requirement of each purchase orderdate. Time is of delivery shall not be of the essence in fulfilling all purchase orders. (b) Unless otherwise specified in and the relevant purchase order SUPPLIER shall not be liable for any losses, costs, damages or expenses by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing CONSUMER or any other person or company arising directly or indirectly out of any cause whatsoever, including but not limited failure to meet any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase orderestimated delivery date. Such delay or threat of delay The SUPPLIER shall not excuse the Seller from proceeding with performance be liable for any delay in delivery of the PRODUCT that is caused by Events outside OUR Control (as defined at clause 16.4) or failure to provide the SUPPLIER with adequate delivery instructions or any other instructions that are relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products the PRODUCT. 8.2. The SUPPLIER is deemed to have delivered the PRODUCT when the PRODUCT is provided/made available to the Purchaser under the relevant purchase orderdelivery address. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items8.3. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept On delivery of the products on or after PRODUCT the CONSUMER may be required to sign a proof of delivery date, form verifying the Purchaser shall give reasonable notice prior to quantity and description of the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the PurchaserPRODUCT delivered. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith8.4. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser SUPPLIER reserves the right to return excess shipments at arrange carriage of the Seller’s expensePRODUCT via a third party carrier on such terms as the SUPPLIER shall determine in its sole discretion. (g) If 8.5. The first attempt to deliver the Seller’s PRODUCT shall be considered as delivery of the products is not made PRODUCT and unless otherwise agreed in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued writing by the Purchaser SUPPLIER all deliveries can take place up until 5pm on each working day. If no one is available at your address to take delivery, you will be informed of the options available to rearrange delivery. 8.6. Delivery of an ORDER shall be completed when WE deliver the PRODUCTS to the Selleraddress you gave US and the PRODUCTS will be your responsibility from that time. 8.7. You own the PRODUCTS once WE have received payment in full, or if any products are damaged in transit (including any damage arising in connection with all applicable delivery charges. 8.8. Unless otherwise agreed the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability SUPPLIER may deliver by instalments and in addition such case each instalment shall be treated separately and any delay, default or non-delivery in respect of any instalment by the SUPPLIER shall not entitle the CONSUMER to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities remainder of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); andCONTRACT. (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained8.9. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser SUPPLIER reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times charge for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the productsdelivery. If the Seller does not give sufficient notice of the change in lead time to the PurchaserExpress delivery, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreementspecified timed delivery, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components redelivery attempts or any other reason, the Seller shall ensure that the Purchaser has priority of supplysmall ORDERS for PRODUCT may each incur additional charges.

Delivery. (a) Delivery 6.1 The Seller shall deliver the product to PPC – 6.1.1 at the address specified on the order and to no other address; 6.1.2 during normal working hours unless stipulated otherwise on the order; 6.1.3 at the time and date specified on the order, and where such time is not specified, during normal working hours from Monday to Friday. 6.2 Where applicable, the product delivered by the Seller to PPC shall be accompanied by a separate delivery note and, where applicable, an itemized waybill. 6.3 The Seller shall supply the exact product required by PPC in terms of this agreement, unless PPC consents in writing to a replaced order. 6.4 The Seller shall supply the products exact product required by PPC in accordance with the terms for this agreement, unless PPC consents in writing to a replacement product. 6.5 The Seller acknowledges that time and place of delivery schedule is a material requirement of each purchase order. Time is are of the essence in fulfilling all purchase orders. (b) Unless otherwise specified and in the relevant purchase order event that the Seller fails to deliver the product timeously and/or to the correct address, PPC may, without prejudice to any other rights which it may have in law or by the Purchaserin terms of this agreement, cancel this agreement and recover all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoeverdamages, including but financial consequential damages which may directly or indirectly be sustained by or as a result of such failure. Should PPC in its sole and absolute discretion choose not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay cancel this agreement, it shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall nevertheless be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with recover such Reschedule Notice for all undelivered items. The Purchaser damages (including direct or indirect financial consequential damages) as it may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such reschedulinghave suffered. (e) 6.6 If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery dateis to be made in installments, then the Purchaser provisions of this clause 6 shall give reasonable notice prior apply to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchasereach installment. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser 6.7 PPC reserves the right to return excess shipments at prohibit the Seller’s expense. (g) If vehicles, and/or vehicles delivering the Seller’s delivery of the products is not made product, entry to PPC’s premises or off‐loading point should PPC, in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require deem the product or those vehicles to pose any safety risk to PPC and/or its employees, representatives, agents or property. Should PPC fail to accept any products when exercising this discretion, PPC shall not be liable to the Seller for any cost or damages of any nature. 6.8 PPC reserves the right to deliver sufficient products which correspond to search the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be)Seller’s vehicles, and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to vehicles delivering the Seller’s product before it enters or leaves PPC’s premises or the off‐loading point, this shall constitute a breach by and in addition, reserves the right to search any Seller’s personnel or any sub‐ contractor, representative or agent of the Seller and the vehicles of those persons. It shall be the responsibility of the Seller to ensure that such persons are aware of this provision. 6.9 The Seller shall have no right to make a later tender of conforming products unless be responsible for the approval in writing signed by an authorised representative off‐loading or discharge of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all product in the provisions of manner specified by PPC, unless otherwise stipulated in the relevant purchase order. (h) 6.10 The Seller shall notis to ensure that the delivery note is signed by a properly authorized person employed by PPC. Such signature shall, at any timehowever, make any material commitment(s) or production arrangement(s) in excess not be deemed to confirm the accuracy of the amount or in advance contents of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirementsnote. (i) The Purchaser shall have 6.11 Notwithstanding any other provision of this agreement, should PPC wish to test the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaserproduct, the Seller is still bound agrees that delivery of the product will only be deemed to accept purchase orders for have taken place after testing of the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reasonproduct has, to fulfill in a timely manner the purchase order satisfaction of the Purchaser and those of the Seller’s other customersPPC, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supplybeen completed.

Delivery. (a) Delivery Contract delivery schedules and quantities are a material condition of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once ▇▇▇▇▇ gives notice of the products in accordance rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule is a material requirement of each purchase order. Time is of the essence in fulfilling all purchase orderswill not waive Buyer's rights. (b) Unless otherwise specified in the relevant purchase order or by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and If Seller fails to make delivery in accordance with the instructions specified thereinContract delivery schedule, during normal business hoursBuyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) The In the event of any anticipated or actual delay in meeting the Contract delivery schedule, Seller shall shall: (i) Promptly notify the Purchaser promptly Buyer in writing of any cause whatsoeverthe reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written recovery schedule; and (iii) If requested by ▇▇▇▇▇, including but not limited to any actual ship via air or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser expedited routing to avoid disruption or minimize delay to the supply maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of products to shipping specified and the Purchaser under the relevant purchase orderactual air or expedited rate incurred. (d) The Purchaser Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be entitled to reschedule deliveries for all standard commodity parts construed as a waiver by serving a written Reschedule Notice to Buyer of any of Buyer’s rights or remedies provided by law or the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such reschedulingContract. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) Goods fabricated in excess of the amount or in advance of Buyer's Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the time necessary right, without loss of discount privileges, to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller pay invoices covering Goods shipped in advance of the date scheduled for delivery and return schedule of the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until normal maturity after the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereofspecified for delivery. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery 5.1 Unless agreed otherwise as a special condition of this agreement in Schedule 4, the Seller shall, following receipt of the products Final Payment (C) deliver the cabin at the Sellers risk to the entrance of the land or premises and in accordance with the delivery schedule is instructions as described at Schedule 3 on a material requirement of each purchase orderdate to be mutually agreed by the parties. Time is The Seller does not allow pick-up of the essence cabin by the Buyer, unless otherwise agreed in fulfilling all purchase orderswriting. (a) An inspection will usually take place for the suitability of placement of the cabin before the delivery date. The Buyer will be advised if there is anything at the site which will make the site inaccessible or unfit for placement of a unit. Additional inspections may be required if the initial inspection does not provide for an appropriate delivery site. Nothing in the initial (or following) assessment will void the final decision of the driver on suitability of unit placement. The Seller takes no liability for loss or damages caused by agreement of suitability of delivery site at initial (or following) inspection, if the delivery driver then decides that the delivery address is unsuitable/not fit for unit placement (see 5.2). 5.2 Unless specifically stated in this agreement, the Seller will have a delivery team deliver the cabin and in some circumstances the Seller will engage the services of a sub-contractor to undertake the delivery. The Huia Living driver, or leader of the team or sub-contractor that Huia Living specifies, is deemed to be in charge of the site while delivery is in progress and has the authority to make the final decisions in respect to the siting of the cabin, the feasibility to site the cabin, any Health and Safety issues and any other decisions on behalf of the Seller. 5.3 The Buyer shall ensure that the intended site for the Cabin is accessible by a vehicle suitable for delivery of the Cabin (as stated in ‘Site Specifications’ in Schedule 3) and clear of any obstacles that may hinder placement of the Cabin. In addition to the standard Delivery Charge (payable to the Seller), the Buyer will pay (direct to the driver if required) any extra charges incurred as a result of delays or difficulties in getting the Cabin from kerb site to the position on site (including, but not limited to, additional costs if the Cabin needs to be lifted over a fence or other obstacle, excessive time to get the cabin into position, the delivery vehicle getting stuck, time for building of ramps for example). 5.4 The Buyer authorises Huia Living to deliver the Cabin from the factory at ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Mangere onto and as close as physically possible, as adjudged by the driver, to the intended site of the Cabin. The Buyer accepts responsibility for any damage that may occur at the site including, but not limited to loss or damage to, land access, culverts, buildings, fences, driveways, or any other property that may occur in the vicinity of the intended site during the course of transportation and delivery of the Cabin. 5.5 The Buyer accepts responsibility for any damage which may occur to any of Huia Living vehicles (or those of its subcontractors) while on the Buyer’s property, or another property the cabin is being delivered to. The Buyer also agrees to be responsible for the cost of any transport and/or towage costs in the event of any delivery vehicle becoming stuck on the property the Cabin is to be delivered to. 5.6 If the intended site proves to be inaccessible or unsuitable (in the drivers sole opinion) after the initial site inspection is undertaken, and prior to payment of payment of the Pre-construction deposit (B) then; (a) the Buyer shall provide the Seller an alternative location at the site for delivery, or, (b) Unless otherwise specified in the relevant purchase order or by Buyer shall provide an the PurchaserSeller and alternative delivery address (this alternative site may require an inspection before delivery), all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours.or, (c) The Seller the Buyer may cancel this agreement in which case the Buyer shall notify deem to forfeit their Initial Deposit (A). 5.7 If the Purchaser promptly intended site proves to be inaccessible or unsuitable (in writing the drivers sole opinion) after the cabin is constructed and during the actual delivery of any cause whatsoeverthe cabin then; (a) the Buyer shall allow the delivery driver to leave the cabin at the Sellers site in alternative location at the site or an alternative address that can be accessed, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay or, (b) the timely fulfillment of any purchase order. Such delay or threat of delay Buyer shall not excuse inform the Seller from proceeding with performance to deliver the cabin back to the Sellers factory at ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Mangere for a maximum period of 2 months until a remedial delivery solution is obtained. It is agreed that the relevant purchase order Seller is able to charge the Buyer “Default Penalty” charges and “Excessive Delivery Charges” under Clause 1 of this agreement or, (c) the Buyer shall cancel this agreement, in accordance with which case the delivery schedule specified in cabin will be delivered back to the relevant purchase ordersite at ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Mangere. In cancellation of this agreement by the Buyer, it is agreed that the Seller is able to charge the Buyer “Default Penalty” charges and “Excessive Delivery Charges” under Clause 1 of this agreement. The Seller shall cooperate with then promptly arrange to on-sell the Purchaser cabin to avoid disruption a third party. The Seller is entitled to recover any reasonable losses or damages which may be incurred to on-sell and hold the supply unit on the Sellers premises, including, but not limited to; sales commissions, advertising, excessive delivery charges and default penalty charges (as specified in Clause 1 of products to the Purchaser under the relevant purchase order.this agreement), or, (d) The Purchaser the Buyer shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller cancel this agreement, and the Seller shall comply with such Reschedule Notice for all undelivered itemsmake an offer to purchase the cabin back off the Seller. The Purchaser may request In completing the rescheduling of deliveries for special and customised parts and purchase, neither the Buyer nor the Seller shall use its best efforts be deemed to accommodate have any claim against either party. The purchase price is deemed to be full and comply with such reschedulingfinal and no outstanding monies are deemed to exist. The payment of the cabin shall be made within 30 days by Huia Living Limited to the Buyers specified bank account. (e) If for any reason, the Purchaser is unable 5.8 The Buyer agrees to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, pay any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is that have not made been charged in the quantities delivery fee. Such additional costs may include additional time and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser materials and include, but are not limited to, additional costs due to the Sellersite conditions, inadequate or if any products are damaged in transit (including any damage arising in connection with inaccurate information about the loading and unloading of products) site and/or its state or otherwise received in a damaged stateinadequate site access or preparation. Refer to Condition 1, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order“Excessive Delivery Time”. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery of the products in accordance with the delivery schedule is a material requirement of each purchase order. Time Supplier acknowledges and agrees that time is of the essence with respect to all delivery dates stated on Orders. Any delivery made after close of business on the date specified in fulfilling the Order shall be deemed late. If any part of the Products delivered by Supplier is delivered late, or otherwise does not comply with the terms and conditions hereof or in the Order as to quality or otherwise, RMR may either (a) reject and return all purchase orders. or any part of the Products ordered thereunder for full credit, including freight or (b) Unless otherwise specified in the relevant purchase order at RMR’s option, utilize all or by the Purchaserany part of said Products, holding Supplier liable for all deliveries damages resulting from Supplier’s failure to comply. Deliveries shall not be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. earlier than five (c5) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice days prior to the agreed upon requested delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date unless specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewithRMR. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser RMR reserves the right to return excess shipments at the Seller’s expense. (g) accept or reject partial shipments. Shipment: If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised RMR’s required delivery date (such approval it becomes necessary for Supplier to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if ship a tender of conforming products is not made by the delivery date more expensive way than specified in the relevant purchase order Order, any increased transportation costs resulting therefrom shall be paid for by Supplier unless the necessity for such rerouting or authorised expedited handling has been caused s o l e l y by RMR and RMR agrees in shipment releases issued advance to such rerouting or expedited handling fees. No charges of any kind, including charges for boxing or carriage, freight or special handling, will be allowed unless specifically agreed to in advance by RMR in writing. Pricing by weight, where applicable, covers net weight of material, unless otherwise agreed. Any costs incurred by RMR because of Supplier’s non-compliance with the Purchaser terms and conditions in an Order, shall be charged back to the SellerSupplier. Inspection: RMR shall be under no duty to inspect Products purchased hereunder before its use in manufacture and/or resale, this shall constitute a breach by the Seller and the Seller processing, manufacture or resale shall have no right to make a later tender of conforming products unless the approval in writing signed by not constitute an authorised representative acceptance of the Purchaser has been obtainedProducts or a waiver of any claim. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all RMR reserves the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the absolute right to reject any products and refuse acceptance of Products which are tendered by the Seller is not in advance of the date scheduled for delivery accordance with RMR’s instructions, specifications, drawings and data or not in accordance with Supplier’s warranty (express or implied) and to return the same to the Seller Supplier at the SellerSupplier’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times expense. Payment for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does Products purchased by, and delivered to, RMR hereunder shall not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead timebe deemed an acceptance thereof. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery Upon completion of the products construction of the Platform and the tests and trials as provided in accordance the Specifications, and after having obtained all required approvals and certifications from ABS and the Regulatory Bodies, Builder shall tender delivery of the Platform to Owner. Prior to tendering delivery, Builder shall have remedied at Builder's sole cost and expense any defects discovered by Owner, Builder or ABS in Builder's workmanship or materials including installation of Owner Furnished Equipment or any other non-conformity of the Platform with the delivery schedule is a material requirement of each purchase order. Time is requirements of the essence in fulfilling all purchase ordersSpecifications and this Agreement and shall have performed any re-tests necessary to ensure that such items have been fully corrected. Owner shall accept such tender of delivery, and Owner shall not have the right to refuse to accept delivery of the Platform provided the same is substantially completed, except for minor items acceptable to Owner to be completed as mutually agreed between Owner and Builder, and capable of being utilized by Owner. Any remaining items shall be completed by Builder following delivery and prior to departure of the Platform from Builder's yard, or Owner and Builder may mutually agree on a appropriate reduction of the Contract Price for such remaining items. (b) Unless otherwise specified To evidence acceptance of the Platform by Owner, Builder and Owner shall execute and deliver a Protocol of Acceptance and Delivery acknowledging delivery of the Platform. Builder shall further deliver to Owner a ▇▇▇▇ of Sale confirming the conveyance of title to the Platform to the Owner, which ▇▇▇▇ of Sale shall (i) generally describe the Platform as a mobile, self-contained and elevating platform, (ii) contain a general warranty of title and freedom from liens (except as to matters arising by, through, or under Owner) in favor of the Owner, and (iii) be deemed to contain the additional warranties and covenants set forth in Section 11 of this Agreement without the necessity of making any reference to such warranties in the relevant purchase order or by ▇▇▇▇ of Sale. Builder shall also deliver to Owner the Purchaser, all deliveries shall be made at the ‘ship to’ address specified remaining delivery documents set forth in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hoursSpecifications. (c) The Seller Builder shall notify deliver the Purchaser promptly in writing of any cause whatsoeverPlatform along side Builder's dock at Builder's Yard. Following delivery and acceptance, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser Owner shall have the right to reject any products dock the Platform at Builders Yard for a period not to exceed thirty (30) days, after which are tendered time the Platform must depart from Builder's Yard. During such post-delivery docking period, Owner shall pay to Builder its standard charges for shore power, potable water, and security guard service. All such charges must be paid by the Seller in advance Owner to Builder prior to departure of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery datePlatform from Builder's Yard. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) 8.1. All invoices shall be paid in full before Delivery of the products in accordance with the delivery schedule is a material requirement of each purchase orderOrder takes place. 8.2. Time is A Delivery Note (copy or original) signed by any employee of the essence in fulfilling all purchase ordersReseller shall be prima facie proof that Delivery was made to the Reseller of any of the Goods. (b) Unless otherwise specified in the relevant purchase order or by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order8.3. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser MOTHERKIND shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to deliver the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reasonOrder in instalments, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities as determined by MOTHERKIND and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that MOTHERKIND makes Delivery to the Seller Reseller in instalments, each instalment shall be deemed to be the subject of a separate contract and non-delivery or delay in Delivery of any instalment shall not affect the balance of the contract or entitle the Reseller to cancel the contract or this Agreement. When Goods are delivered in instalments, statements and invoices relating to separate deliveries shall be payable prior to Delivery of each separate instalment and no payment shall be postponed until such time as all the Goods in the Order have been Delivered. 8.4. Delivery of the Goods to the Reseller should take place within 5 (five) Business Days after payment is unablereceived by MOTHERKIND or as soon as possible after any delivery dates which may be agreed between the Parties in writing. 8.5. Any delivery dates given are estimates only quoted in good faith and if no dates are specified, delivery shall be within a reasonable time. Whilst every effort will be made to dispatch Orders within the given time frame, MOTHERKIND does not guarantee dispatch on any specific date and shall not be liable for any reasonloss and/or damage for failure to effect delivery/ dispatch timeously for any reason beyond MOTHERKIND’s reasonable control. 8.6. MOTHERKIND is entitled to engage the services of a third party to deliver the Order to the Reseller’s stipulated address. Should the Reseller wish to engage the services of its own third party to deliver the Order, the request shall be made in writing to fulfill MOTHERKIND and all costs shall be for the Reseller’s account. The Reseller hereby indemnifies MOTHERKIND against any loss or damage whatsoever arising from or in a timely manner connection with this delivery. 8.7. In the purchase order event that MOTHERKIND transports the Goods to the Reseller, Delivery of the Purchaser and those Goods shall be deemed to have taken place when the Goods are off-loaded at the Delivery Place, or on-loaded to the Reseller or its agent’s vehicle, where the Goods are collected by the Reseller or its agent from MOTHERKIND’s Premises. The signature of any employee of the SellerReseller on a Company Delivery Note or Statement shall on the face of it be proof of the proper Delivery of the Goods. 8.8. In all cases where Delivery to the Reseller occurs by carrier, the carrier shall be the Reseller’s other customersagent, and Delivery to such carrier by MOTHERKIND shall be deemed to be Delivery to the Reseller. The signature of any employee of the carrier shall on the face of it be proof of proper Delivery to the Reseller. Should MOTHERKIND, at the Reseller’s request, agree to engage a carrier to transport Goods to the Reseller, such carrier shall be the Reseller’s agent and MOTHERKIND shall engage the carrier on such terms and conditions as it deems fit and the Reseller indemnifies MOTHERKIND against all demands and claims which may be made against it by the carrier so engaged and all liability which MOTHERKIND may incur to the carrier arising out of the transportation of the Goods. The Reseller will be liable for payment of all costs due to the said carrier in respect of the transport of the Goods to the Reseller. 8.9. Delivery of Goods to the Delivery Place by MOTHERKIND shall constitute proper Delivery of the Goods, despite the fact that such address may not have been the address or premises of the Reseller. 8.10. MOTHERKIND shall not be liable for any non-delivery of Goods or incorrect or damaged Goods unless the Reseller has reported the non-delivery or damage within a shortage period of components 7 (seven) days of Delivery of the Goods. 8.11. If the Reseller fails to take Delivery of the Goods ordered, or in any other reasonway delays the Delivery of Goods ordered, then the Seller risk in the Goods shall ensure that immediately pass to the Purchaser has priority Reseller and the Reseller shall be liable to pay MOTHERKIND the reasonable costs of supplystoring, insuring, and handling the Goods, until Delivery takes place.

Delivery. (a) Delivery The obligation of the products Seller to meet all delivery dates, specifications, and quantities set in accordance with the delivery schedule is a material requirement of each purchase order. Time this Order is of the essence essence. Deliveries are to be made both in fulfilling quantities and at times specified in this Order or such quantities and items specified pursuant to Buyer’s written instructions. Seller shall immediately notify buyer in the event that its timely performance under this Order is delayed or likely to be delayed, in whole or in part, and Seller shall provide Buyer with all purchase orders. (b) 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 (Incoterms 2010). In the event this Order includes the delivery of equipment which requires installation, Seller shall install such equipment (at its sole expense) 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 relevant purchase order Order and transferred to ▇▇▇▇▇’s possession at which time title and risk in the products shall transfer to Buyer. Buyer may at its option, either retain items received in advance of the requested delivery schedule or by the Purchaserreturn them to Seller at Seller’s risk and expense. If retained, all deliveries payment and discount shall be made at based on the ‘ship to’ address specified in schedule delivery dates. In the relevant purchase orderevent that Seller fails to deliver as and when specified, ▇▇▇▇▇ reserves the right to cancel this Order, or any part thereof, without prejudice to its rights or remedies and Seller agrees that ▇▇▇▇▇ may return part or all of any so shipment made, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries if this Order calls for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reasonpartial shipments, the Purchaser is unable balance may be cancelled or suspended upon notice and Buyer may charge Seller with any expedited routing charges or any loss or expense sustained as a result of such failure to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewithdeliver as specified. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser Buyer reserves the right to return the portion of the shipment in excess shipments of the quantity ordered, at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery From time to time during the Term, Seller shall deliver the Plasma from which Sanquin shall manufacture the Products to Sanquin at such locations as shall be determined by LEV and Sanquin. On behalf of Sanquin the products in accordance with Products are produced at the delivery schedule is a material requirement facility of each purchase order. Time is of the essence in fulfilling all purchase ordersCAF/DCF. (b) Unless otherwise specified in From time to time during the relevant purchase order or by Term, Seller shall generate and deliver to Purchaser an invoice for the Purchaservolume of Products sold. Each such invoice shall specify the quantity of Products sold, all deliveries the aggregate price for such Products and the date on which the Products shall be made at transferred to Purchaser. Seller agrees to consult with Purchaser regarding the ‘ship to’ address specified in quantity, frequency and timing of Products tendered for delivery; however Purchaser agrees and acknowledges that the relevant purchase orderexact quantity, frequency and in accordance with delivery time for Product delivery is subject to the instructions specified thereinproduction output of Sanquin. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, during normal business hoursWHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] (c) The transfer of title, use and risk of loss for the Products shall occur at the designated shipment or transfer location of Seller. Transfer of title, use and risk of loss shall occur periodically during the Term at each time that Seller shall notify confirms to Purchaser that Sanquin is authorized to release a batch of *** and/or *** (as such terms are defined in Appendix 1) from its quality assurance procedures for shipment. Accordingly, any damages sustained beyond that point, will be the Purchaser promptly in writing responsibility of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay Purchaser. In the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the event Purchaser is unable notified by Sanquin that a batch of Product (whether it is *** or ***) has been released from quality assurance, it shall, prior to taking delivery of such batch of Product, notify Seller of such occurrence. In no event may Purchaser accept delivery of and title to any Products until the products release of such Product batch is confirmed by Seller. Purchaser agrees to bear all costs of shipments, freight, insurance and all governmental taxes and duties incurred during shipping of the Products sold hereunder from the Seller shipping point to Purchaser’s designated receiving terminal. d) Products shall be packed by or on or after the delivery date, the Purchaser shall give reasonable notice prior behalf of Seller in such a manner as to mitigate damage to the agreed upon delivery date Products or containers during shipping and the Seller will store the products, safeguard them and take all reasonable steps shall be tendered to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Purchaser at Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expensedesignated shipping point. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. Seller shall deliver Integrated Products to Imperva (a) Delivery or the designated Customers), and title and risk of loss to Integrated Products purchased under this Agreement shall pass to Imperva upon shipping of the products Integrated Products to their final destination and updating Imperva of such delivery by a shipping log, as set forth in accordance with the delivery schedule is a material requirement of each purchase order. Time is Exhibit A of the essence Agreement (including part number, revision, Serial Number, Challenge key, Tracking number, end user and Order number). Imperva shall pay for all costs of shipping and shipping insurance. Unless Imperva specifies, in fulfilling all purchase orders. (b) Unless otherwise specified writing, the method of shipment and carrier to be used, Seller shall ship Integrated Products in the relevant purchase order manner it reasonably deems appropriate given the nature of the Integrated Products. Notwithstanding the foregoing, Seller will, at Seller’s expense, pack, palletize and label all Integrated Product shipments (in a manner acceptable to the carriers and that ensures the Integrated Products safe delivery). In the event Seller becomes aware of any circumstances that may delay the shipping from ▇▇▇▇▇▇▇ to the Fulfillment Center or by delivery from the PurchaserFulfillment Center to Imperva (or its designated Customer) of any Integrated Products, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall will immediately notify the Purchaser promptly Imperva in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to such possible delay (such notice will detail the timely fulfillment of any purchase order. Such reasons for the delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving and a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the revised estimated delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in ). If any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be arrival of Integrated Products at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right applicable Fulfillment Center or any shipping to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, Imperva (or replace free of charge such products so damagedthe designated Customers) is delayed for more than [***] days, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser Imperva shall have the right to reject deem a material breach and terminate this Agreement according to section 7 and/or cancel any part of the delayed purchase order. In addition, with respect to a delay in the arrival of Integrated Products at the Fulfillment Center (“Delay Type A”), and with respect to a delay in shipping of ordered Integrated Product to Imperva or to Imperva’s designated Customer (“Delay Type B”), Seller shall (within thirty (30) days from the applicable delay event) pay to Imperva the following percentage of the price charged to Imperva for the affected Integrated products which are tendered as delay compensation charges (“Delay Compensation Charges”) provided that, for each delay event, the Delayed Compensation Charges shall not exceed [***] percent [***] of the price charged by Seller to Imperva for the affected Integrated Products. Delay Compensation Charges shall not apply on late delivery of third party add-on cards, provided that such add-on cards were ordered on time by Seller and were not delivered on time by the Seller in advance of the date scheduled for delivery and return the same third party vendor to the Seller Fulfillment Center. Delay Type Day 1-7 Day 8-14 Day 15-21 Day 22-28 Later A (arrival at the Seller’s expense and/or to accept early delivery of products and place such products in storage at Fulfillment Center) [***] [***] [***] [***] [***] B (shipping from the Seller’s expense until the scheduled delivery date. (jFulfillment Center) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.[***] [***] [***] [***] [***]

Delivery. 3.1 Unless otherwise expressly stated in the applicable Order, all deliveries of Products shall be made FCA (aINCOTERMS 2010) Delivery to the place of delivery specified in the Order. 3.2 The date for delivery of the products in accordance with the delivery schedule is a material requirement of each purchase order. Time is of the essence in fulfilling all purchase orders. (b) Unless otherwise Products shall be specified in the relevant purchase order delivery schedule, or if no such date is specified, delivery shall take place within fourteen (14) days of the Order. 3.3 If there is a delay or failure by Supplier in meeting any agreed milestones or in delivering the Purchaser, all deliveries shall be made at the ‘ship to’ address ordered quantities of Products as specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. Project Agreement (cPA) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. Product & Pricing Agreement (dPPA) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to at the agreed upon delivery date time and the Seller will store the productsplace, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. then (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition prejudice to any other rights and remediesremedies WABCO may have) WABCO shall be entitled, at in its sole and absolute discretion, to: to claim from Supplier either (i1) require direct and indirect damages, loss, costs and expenses incurred as a result of Supplier’s delay, or (2) by way of liquidated damages 2 percent of the Seller total price due under the relevant Order for every day during which the default continues. Any liquidated damages due under this section shall be paid within thirty (30) days of notice from WABCO. Notwithstanding the aforementioned, if the Supplier at any time has reason to believe that the agreed delivery date will be delayed, it shall promptly notify WABCO and indicate the estimated period of delay. The parties shall in good faith discuss and agree on the measures to be taken in order to minimize the effects of any delay without changing Supplier’s obligation to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by Products on the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Sellerdate. In such event, this WABCO shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept responsible for any tender of products which does not fully comply with all the provisions of the relevant purchase ordercancellation charge vis-à-vis Supplier. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) 3.4 If the Products are delivered in excess of the amount or in advance of quantities ordered, WABCO shall not be bound to pay for the time necessary excess and any excess will be and will remain at the Supplier’s risk and WABCO shall be entitled either to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller Supplier’s at the SellerSupplier’s risk and expense and/or or require the Supplier to accept early delivery of products and place such products in storage collect the same from WABCO at the SellerSupplier’s expense until the scheduled delivery dateexpense. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. Delivery of all Contract items shall be made in accordance with Appendix B, § 45, Product Delivery and § 47, Contractor must offer (a) dock delivery, (b) inside delivery, and (c) inside delivery to desk/bench top at no additional charge. Inside delivery and inside delivery to desk/bench will be made only when the delivery is a) feasible, b) the delivery location is mutually agreed upon by the Authorized User’s Agency and Contractor and c) inside delivery can be pre-arranged. There shall be no charges for delivery except in the instance of special handling as noted in the paragraph below. Delivery of the products shall be made in accordance with instructions on the Purchase Order from each Authorized User. Orders shall be delivered within three (3) Business Days from the time of receipt of order, except in the instances where the items being ordered require special handling. If an Authorized User requires an inside delivery schedule (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.) Delivery for items requiring special handling may be charged to Authorized Users. Orders shall be received in accordance with § 2.15, Ordering. Special Delivery shall be expressed in number of calendar days required to make delivery after receipt of a material requirement of each purchase order. Time is of the essence in fulfilling all purchase orders. (b) Unless otherwise specified in the relevant purchase order or by the Purchaser, all deliveries Delivery shall be made at the ‘ship to’ address specified in most economical method for the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept proper delivery of the products product unless special instructions are stated on or after the delivery date, order by the Purchaser shall give reasonable notice Authorized User. Authorized User must be informed of the additional cost prior to delivery and agree in writing to the agreed upon delivery date additional charge. Shipping costs must be prepaid by the vendor and may be added to the Seller invoice with a copy of the freight ▇▇▇▇. Dry ice charges will store only be allowable and charged to Authorized Users the products, safeguard them manufacturer determines the item(s) need to ship on ice for quality control. Hazardous materials fees will only be allowable and take all reasonable steps charged to prevent their deterioration until delivery the Authorized Users when the shipper assesses a hazardous materials charge based on the new item’s composition. Overnight service charges will only be allowable and charged to the Authorized User if the Authorized User requests overnight delivery date specified by when the Purchaser. item could be delivered within (f3) It is Business Days from the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advancetime of receipt of order. In any event, any additional costs incurred in such partial deliveries delivery shall be at the expense most economical method and the Authorized User must be informed of the Selleradditional cost prior to delivery and agree in writing to the additional charge. Expedited, unless overnight delivery air service when standard delivery service is available and the item(s) could be delivered within (3) Business Days from the time of receipt of order will only be allowable and charged to the Authorized Users when such partial deliveries are delivery is requested for by the Purchaser in writingAuthorized User. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery Authorized User must be informed of the products is not made additional cost prior to delivery and agree in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser writing to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase orderadditional charge. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. The Contract Quantity shall be Delivered by Seller to Buyer on or before the applicable Delivery Deadline, and Seller shall promptly notify Buyer when Delivery occurs. Payment and Invoices . After each calendar month during the Delivery Term, Seller shall invoice Buyer for the total amount due for the Contract Quantity Delivered during such calendar month. Buyer shall pay such invoices within thirty (a30) Delivery days following receipt of the products in accordance with the delivery schedule is a material requirement of each purchase orderapplicable invoice. Time is of the essence in fulfilling all purchase orders. (b) Unless otherwise specified in the relevant purchase order or by the Purchaser, all deliveries Taxes . Seller shall be made responsible for any and all present or future taxes and other impositions of Governmental Authorities relating to the ownership, purchase and sale of Product prior to Delivery; Buyer shall be responsible for any and all present or future taxes and other impositions of Governmental Authorities relating to the ownership, purchase and sale of Product at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase orderafter Delivery. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall [Each Party will cooperate with the Purchaser to avoid disruption to other Party’s reasonable requests for information (including requests for tax exemption certificates, Form W-9, or other tax documents) for the supply purpose of products to eliminating or reducing the Purchaser under rate at which the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries requesting Party must charge, deduct, or withhold for all standard commodity parts by serving a written Reschedule Notice to the Seller or on account of any tax in connection with this Agreement.]2 Certification of RTCs. At Seller’s sole cost and the expense, Seller shall comply take any and all actions necessary or appropriate to obtain any Approvals and register each Project with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice Tracking System prior to the agreed upon delivery date and commencement of the Seller will store Delivery Term (or if a Project is added during the productsTerm, safeguard them and take all reasonable steps then prior to prevent their deterioration until delivery on notification to Buyer of the addition of the new delivery date specified by the Purchaser. (fProject to Schedule 2) It is the Seller’s responsibility as necessary or appropriate to furnish the quantity specified permit Seller to generate therefrom RTCs in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to Tracking System that comply with the quantities requiredCertification Standard. At Seller’s sole cost and expense, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered take such actions and comprised execute such documents as are necessary or appropriate to generate, track and transfer to Buyer in such purchase order the Tracking System the RTCs generated from Environmental Attributes produced by each Project, including (or part thereofA) so cancelled) and/or accept the quantities complying with all information, data reporting and verification requirements of the products tendered and/or procure substitute products and/or approve a revised delivery date (Tracking System, such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill uploading RTC certificates into MRETs in a timely manner manner, (B) specifying carbon intensity in the purchase order of Tracking System; and (C) paying all registration and transaction costs. At Buyer’s sole cost and expense, Buyer shall maintain an account in the Purchaser Tracking System necessary or appropriate to permit Buyer to receive and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supplyretire RTCs.

Delivery. (a) Delivery Supplier acknowledges that time is of the products essence with respect to the timely and conforming delivery of the Products. Supplies are delivered according to the terms established in the Purchase Order. COFICAB reserves the right to inspect the delivered Supplies before acknowledging final reception in absence of reservations or claims. Final acceptance will occur within reasonable timelines. Notwithstanding the Supplier's liability for breach of contractual terms and delivery of defaulting Products, in case of non-conforming delivery (i.e., non-compliance with delivery time, incomplete or excess delivery or non-compliance with the Order or specifications), COFICAB reserves the right to refuse the Supplies subject of the Purchase Order in writing by a claim letter, email, fax or any other agreed means, briefly explaining the reason why it does not authorize the final reception of the Supplies. Refused Supplies will be returned to the Supplier at its own cost and risk within fifteen (15) days following the refusal of delivery notification. Supplier will bear the payment of the non- conforming delivery penalty at the rate determined on the Purchase Order as a conventional penalty, being solely responsible for the damages that may be caused to COFICAB, its clients or third parties and may be requested to indemnify COFICAB for all claims and/or additional costs derived from the breach of its obligation to deliver on time the Supplies. COFICAB is also entitled to terminate the Order in accordance with the delivery schedule is a material requirement provisions of each purchase orderthese Purchase Terms and Conditions. Time is of the essence in fulfilling all purchase orders. (b) Unless otherwise specified stated in the relevant purchase order Purchase Order or the Contractual Document, Supplier is solely responsible for the Supplies until they are duly accepted by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified COFICAB in the relevant purchase orderterms and under the conditions established in these Purchase Terms and Conditions, and in accordance with so that until before said acceptance, the instructions specified therein, during normal business hours. (c) The Seller shall notify Supplier will assume all the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption risks inherent to the supply of products to the Purchaser under the relevant purchase orderSupplies. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery 5.1. The Supplier shall inspect the Products, prior to each delivery thereof, at the Supplier’s facilities to determine whether the Products meet each of the products criteria (the “Supplier Inspection Criteria”) set forth on the “run-sheet” for the Products (the “Run-Sheet”) and, if the Products satisfy all of the Supplier Inspection Criteria, the Supplier shall place a “stamp of approval” on the package in accordance with which such Products are to be delivered to Purchaser. 5.2. Subject to Section 5.1, unless otherwise designated by the Purchaser in writing, delivery will be ex warehouse Supplier’s facility located in the C2 Building in Cheongju, Korea, and the Supplier shall deliver the Products to the Purchaser on or before the delivery schedule is a material requirement of each purchase order. Time is of the essence in fulfilling all purchase orders. (b) Unless otherwise specified date as provided in the relevant purchase order Purchase Order. Once the Products are delivered to Supplier’s /*****/ = Portions of this exhibit are subject to a request for confidential treatment and have been redacted and filed separately with the Securities and Exchange Commission. facility located in the C2 Building in Cheongju, Korea or any other place designated by Purchaser in writing, delivery shall be deemed completed and the title to, and the risk of loss of, the Products shall pass to the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request that the rescheduling of deliveries for special and customised parts and Products be delivered to a location designated by the Seller shall use its best efforts Purchaser. If the Supplier agrees to accommodate and comply with deliver the Products to such rescheduling. (e) If for any reasonlocation designated by the Purchaser, the Purchaser is unable to accept delivery of the products on or after the delivery date, then the Purchaser shall give reasonable notice prior bear all costs and expenses incurred in connection with handling, adequate insurance and transportation of the Products from the Supplier’s facility located in the C2 Building in Cheongju, Korea, to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified location designated by the Purchaser. (f) It is . In the Seller’s responsibility event the Supplier fails to furnish deliver the quantity specified Products on or before the delivery date as provided in the relevant purchase order Purchase Order, or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed location designated by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(bthis Section 5.2, the Supplier shall pay a delay charge of eight percent (8%) hereofper annum of the total Unit Price of the non-delivered Products per day. (k) The Seller may 5.3. Any default or delay by the Supplier in delivering the Products in part under a Purchase Order shall not change affect the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration delivery of the new lead time for ordering remaining Products under such Purchase Order or any other Purchase Orders, so that the Supplier shall continue to deliver the Products in accordance with the unaffected part of such Purchase Orders. 5.4. The Supplier shall deliver the Products with a packing list, the stamp of approval placed on each package of the products. If the Seller does not give sufficient notice of the change in lead time Products delivered to the Purchaser, the Seller is still bound to accept purchase orders for Run Sheet and such other documents as separately agreed in writing by the products where such purchase orders are made within Supplier and the original lead timePurchaser. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery of A. Deliveries shall be made both in quantities and at times specified on the products in accordance with the delivery schedule is a material requirement of each purchase orderOrder or on Releases furnished by Purchaser. Time is and quantity of delivery are of the essence in fulfilling all purchase orders. (b) Unless otherwise specified in the relevant purchase order or by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The of each Order. Seller shall notify adhere to shipping directions specified on the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual Order or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase orderReleases. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, understands that the Purchaser is unable not able to accept delivery of check the products on or after received quantities immediately upon the delivery date, receipt and agrees that the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered refuse the excess quantities by sending the Seller in advance declaration of the date scheduled for delivery and return the same refusal to the Seller at any time, even after the receipt of the invoice. Purchaser shall not be required to make payment for Goods delivered to Purchaser that are in excess of firm quantities and delivery schedules specified in Purchaser's Releases. Purchaser may change the rate of scheduled shipments or direct temporary suspension of scheduled shipments, neither of which shall entitle Seller to a modification of the price of Goods covered by any Order. With each delivery, Seller shall be deemed to have made the representations, warranties and covenants with respect to its financial and operating condition provided in Section 14. B. Premium shipping expenses and/or other related expenses necessary to meet delivery schedules set forth in Releases shall be Seller's sole responsibility, unless the delay or expense was solely the result of Purchaser’s expense and/or negligence and Seller provides Purchaser with notice of any claim against Purchaser within ten (10) days after the occurrence of the alleged negligent action of Purchaser giving rise to accept early such claim. C. Notwithstanding any agreement concerning payment of freight expenses, delivery shall not have occurred and the risk of products and place such products in storage at the Seller’s expense loss shall not have shifted to Purchaser until the scheduled delivery dateGoods have been delivered to Purchaser's applicable facility and have been accepted at that facility. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery Unless expressly agreed otherwise by the parties in writing, Supplier shall select the method of shipment and the products in accordance with carrier for the Products. Each shipment constitutes a separate sale, and Dealer shall pay for the units shipped. Supplier shall deliver the Products to the delivery schedule is a material requirement of each purchase order. Time is of the essence in fulfilling all purchase orders. (b) Unless otherwise point specified in the relevant purchase order using Supplier’s standard methods for packaging and shipping the Products. All Prices are F.O.B. purchase order delivery point. Any time quoted for delivery is an estimate only; provided, however, that Supplier shall use commercially reasonable efforts to deliver all Products on or before the requested delivery date. If there is a shipment delay caused by Supplier’s failure to produce the Purchaser, all deliveries shall be made at the ‘ship to’ address specified material in the relevant purchase ordertime agreed upon and such delay impacts Dealers ability to perform its installation duties, Dealer will assess additional costs incurred by Dealer, if any, and work with Supplier to mitigate any loss of income. Notwithstanding anything set forth herein to the contrary, in accordance with no event shall Supplier be responsible for any delays caused by any event of Force Majeure or any for any liquidated damages that exceed $5,000 and shall only be responsible for those liquidated or delay damages directly caused by Manufacturer’s acts or omissions. Dealer shall inspect Products received under this Agreement within twenty-four hours of receipt of the instructions specified thereinProducts (the “Inspection Period”) and either accept or, during normal business hours. (c) The Seller shall notify if any Products are nonconforming or in excess of the Purchaser promptly quantities ordered, reject these Products. Dealer will be deemed to have accepted the Products unless it notifies Supplier in writing of any cause whatsoevernonconforming, including but not limited to any actual damaged or potential labour dispute which is delaying excess products during the Inspection Period and furnishes written evidence or threatening to delay the other documentation as required by Supplier. If Dealer timely fulfillment notifies Supplier of any purchase ordernonconforming, damaged or excess Products, Supplier shall, in its sole discretion, will assess and replace any nonconforming Products or damaged with conforming Products or refund the Price for any nonconforming Products or damaged. Such delay or threat of delay Supplier shall not excuse also refund the Seller from proceeding with performance of Price for any excess Products. Dealer acknowledges and agrees that the relevant purchase order remedies set out in accordance with section are Dealer’s exclusive remedy for the delivery schedule specified in the relevant purchase orderof nonconforming or excess Products, subject to Dealer’s limited warranty rights set forth herein regarding any Defective Products for which Dealer has accepted delivery under this section. The Seller shall cooperate with the Purchaser Title and risk of loss to avoid disruption to the supply of products to the Purchaser Products shipped under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right passes to return excess shipments at the Seller’s expense. (g) If the SellerDealer on Supplier’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser such Products to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase ordercarrier. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. a. The Product(s) comprise (a) Delivery of General Cargo (Main Consignment) and (b) Dangerous Goods (Chemicals). The Main Consignment and Chemicals comprising the products Product(s) shall be shipped and handled separately in accordance with the conditions/requirements mandated by the Customs/concerned Airlines. b. Delivery will be made on Ex-Works basis unless otherwise agreed in the order acknowledgement by SCIEX India. Standard service delivery schedule hours are 8 am – 5 pm Monday through Friday, excluding holidays. c. Legal title and risk of loss or damage pass to Buyer upon the goods being made available at SCIEX India's premises to the carrier of Buyer. d. Cost of transportation and insurance shall be solely borne by Buyer. e. SCIEX India will use commercially reasonable efforts to deliver the Products ordered herein within the time specified by SCIEX India on the face of this document, or, if no time is specified, within SCIEX India's normal lead-time necessary for SCIEX India to deliver the Products sold hereunder. f. In the event of a material requirement of each purchase order. Time is threatened or anticipated delay in delivery, SCIEX India may promptly inform the Buyer thereof and SCIEX India and the Buyer shall consult on the most practical manner to remedy any adverse consequences thereof. g. The delivery of the essence in fulfilling all purchase ordersProducts can be suspended by SCIEX India as long as the Buyer has not yet fulfilled any of its obligation as contemplated herein. (b) Unless otherwise specified in h. Upon prior agreement with Buyer and for an additional charge, SCIEX India will deliver the relevant purchase order or by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hoursProducts on an expedited basis. (c) i. The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited Buyer is obliged to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance take possession of the relevant purchase order in accordance with Products on the confirmed delivery schedule specified in date and time. Should the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If Buyer for any reason, not take possession of the Purchaser Products at the time of delivery: (i) the Products shall be deemed to have been delivered; (ii) the risk in the Products shall pass to the Buyer; and (iii) SCIEX India is unable entitled to accept store the Products at the sole expense and risk of the Buyer. Such protective measure does not suspend the payment obligation of the Buyer. In case for any reason the Buyer realizes that the Buyer is not able to take delivery of the products Products on the agreed date or after at the delivery dateplace mentioned in the order acknowledgement, the Purchaser Buyer shall give reasonable notice notify SCIEX India at least 14 days prior to the agreed upon delivery date and of delivery, the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense particulars of the Selleraltered date on, unless such partial deliveries are requested for by or the Purchaser in writing. The Purchaser reserves altered place at, which the right to return excess shipments at the Seller’s expense. (g) If the Seller’s Buyer desires delivery of the products is not made in the quantities Products, and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued SCIEX India shall, on payment by the Purchaser Buyer of additional freight charges, as applicable, arrange to deliver the Products to the Seller, Buyer on such altered date or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, altered place as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery of the products in accordance with the delivery schedule is a material requirement of each purchase order. Time is of the essence in fulfilling for Delivery and all purchase orders. (b) Unless otherwise specified in other obligations arising herein. “Delivery Date” and/or “Dock Date” shall mean the relevant purchase order or by date Supplier is required to deliver the Purchaser, all deliveries shall be made at Product to the ‘ship to’ address specified in locations designated on Buyer’s Purchase Order. If Supplier does not meet the relevant purchase orderscheduled Delivery Dates, and in accordance Supplier fails to demonstrate to Buyer that it has taken best commercial efforts to comply with meeting the instructions specified thereinDelivery Dates, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing then Buyer may, at its option cancel this Purchase Order, or any part of this Purchase Order without incurring any liability. If Buyer requests expedited shipment of any cause whatsoeverlate deliveries, including but Supplier will be responsible for shipping cost. Supplier will not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance ship ahead of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts scheduled Delivery Date unless authorized by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser Buyer in writing. The Purchaser reserves the right Buyer may re- turn, at its option, all unauthorized early shipments to return excess shipments Supplier at the SellerSupplier’s expense. (g) If . Payments for early shipments unauthorized by Buyer will be postponed until the Seller’s delivery 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 setting forth the cause of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Sellersuch anticipated delay. Supplier shall be, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights remedy available to Buyer, liable for Buyer’s documented additional expenses due to its failure to deliver in the 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 remedieswithout their fault or negligence. In the event that any such condition exists as to Supplier, Buyer may at its sole and absolute discretionoption, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order affected Purchase Order in whole or in part part. All internationally shipped products will be shipped under "FCA Suppliers Facility (Incoterms 2010)". Products shipped under domestic transport may be FCA or other Incoterm agreed between Supplier and Jabil. For FCA terms, Supplier must utilize the Seller carriers or forwarder provided in Jabil’s shipping guidelines for the transit from Supplier’s facility to the Jabil’s 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 additional costs incurred for transportation. If no transportation agent is specified, Supplier will use a transportation agent acceptable to Jabil. Title shall promptly collect any products which be transferred to Jabil upon the physical delivery of the Products to the final destination designated on Jabil's 00-LL10-PURTC-001-H Jabil Confidential Information Rev. 6/2017 Purchase Order . Jabil assumes risk of loss for Products when Products have been delivered received by Jabil’s carrier or forwarder. In the event a tooling Delivery is delayed and comprised in it is estimated that such purchase order (or part thereof) so cancelled) and/or accept the quantities delay will exceed more than 25% of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred includingagreed completion Date/Delivery time, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall notBuyer may, at its option cancel this Purchase Order without incurring any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirementsliability. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. Unless otherwise agreed to by Seller in a purchase order, delivery terms are Ex Works (aIncoterms 2020) Delivery at Seller’s designated facility with the exception that Seller is responsible for obtaining the export license and completing all export clearance documents. Buyer is responsible for all carriage, duties, taxes, and other charges to enable import clearance. Unless otherwise agreed to by Seller in a purchase order, Seller will schedule delivery in accordance with its published lead-time. Seller reserves the right to assess an expedite fee for purchase orders requested to be shipped prior to agreed lead-times. Buyer will pay all transportation costs (including insurance, taxes, and customs duties) and for any claims to be filed with the carrier. Title to goods will pass to Buyer alongside risk of the products loss or damage in accordance with the delivery schedule is a material requirement of each purchase orderapplicable Incoterm agreed between the Parties. Time is Unless expressly specified to the contrary, stock goods will be shipped promptly, and goods not in stock will be shipped as soon as commercially reasonable. However, unless expressly specified to the contrary, all shipping dates are approximate and time shall not be of the essence essence. Shipping dates are based upon the prompt receipt of all necessary information from the Buyer and on the correct, complete and punctual self-supply of the Seller. Seller will not be liable for any damage, loss, fault, or expenses arising out of delays in fulfilling shipment or other nonperformance of its obligations caused by force majeure, act of God, or any other cause or condition beyond Seller's reasonable control and foreseeability. In the event of any such delay or nonperformance, Seller may, at its preference, and without liability, cancel all or any portion of a purchase orders. (b) Unless otherwise order and/or extend any date upon which any performance thereunder is due. Any delivery not in dispute shall be paid for regardless of other controversies relating to other delivered or undelivered goods. Orders will be considered complete upon shipment of a quantity up to 5% over or under the amount specified in the relevant purchase order or by the Purchaser, all deliveries shall insofar as this can be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries deemed reasonably acceptable for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of when it is impracticable to produce the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supplyexact quantity ordered.

Delivery. (a) Delivery of The Supplier shall without prejudice to Clause 3.1.3 perform its obligations under this Contract in a timely manner and provide the products Services in accordance with the delivery schedule is a material requirement Implementation Plan and any agreed Milestones Dates. Notwithstanding any other provision of each purchase order. Time is this Contract and unless otherwise agreed by the Parties, time of Delivery in relation to commencement and/or supply of the Services shall be of the essence in fulfilling all purchase orders. (b) Unless otherwise and if the Supplier fails to Deliver or supply any of the Services within the time specified in the relevant purchase order or by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified thereinImplementation Plan, during normal business hours. (c) The Seller the Contracting Body may release itself from any obligation to accept and pay for the Services and/or shall notify be entitled to terminate this Contract with immediate effect regardless of any other provision of this Contract and in either case without prejudice to any other rights and remedies of the Purchaser promptly Contracting Body under this Contract. If the provision of the Services is delayed by reason of any act or omission of the Contracting Body or the Contracting Body’s employees or authorised agents, the Supplier shall be entitled to a reasonable extension of time and to any reasonable additional costs which it can show were directly incurred as result of the delay, provided always that it notifies the Contracting Body in writing immediately it discovers that the provision of the Services will be so delayed and provided further that such extension of time shall not go beyond the Initial Term or any cause whatsoeverExtension Period thereafter as agreed between the Parties. Except where otherwise provided in this Contract, the Services shall be provided by the Staff or the Sub-Contractors at such a location or locations as set out in the Order Form. Except where otherwise provided in this Contract, Delivery shall include the unloading, stacking or installation of the Services by the Staff or the Supplier's suppliers or carriers at such place as the Contracting Body or Contracting Body Representative shall reasonably direct. In the event that not all of the Services are Delivered by the relevant Milestone Dates specified in the Implementation Plan (Undelivered Services) then the Contracting Body shall be entitled to withhold payment of the Contract Charges for any Services that were not Delivered in accordance with the corresponding Milestone Date until such time as the Undelivered Services are Delivered. The Contracting Body shall be under no obligation to accept or pay for any Services Delivered in excess of the quantity specified in the Order Form (over-Delivered Services). If the Contracting Body elects not to accept such over-Delivered Services it shall give notice in writing to the Supplier to remove them within five (5) Working Days and to refund to the Contracting Body any expenses incurred by the Contracting Body as a result of such over-Delivered Services (including but not limited to the costs of moving and storing the over-Delivered Services), failing which the Contracting Body may dispose of such over-Delivered Services and charge the Supplier for the costs of such disposal. The risk in any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay over-Delivered Services shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance remain with the delivery schedule specified in the relevant purchase orderSupplier. The Seller shall cooperate with the Purchaser to avoid disruption Unless expressly agreed to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reasoncontrary, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser Contracting Body shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept Delivery by instalments. If, however, the Contracting Body does specify or agree to Delivery by instalments, Delivery of any tender of products which does not fully comply with all instalment later than the provisions date specified or agreed for its Delivery shall, without prejudice to any other rights or remedies of the relevant purchase order. (h) The Seller shall notContracting Body, at entitle the Contracting Body to terminate the whole or any time, make any material commitment(s) or production arrangement(s) in excess unfulfilled part of the amount Contract without cost or liability to the Contracting Body. Any Milestone Date mentioned in advance the Implementation Plan and this Contract may be extended by written agreement between the Parties but otherwise, as regards Milestone Date, time shall be of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirementsessence. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery of the products in accordance with the delivery schedule is Generally: Unless specifically designated otherwise on a material requirement of each specific written purchase order. Time is of the essence in fulfilling all purchase orders. (b) Unless otherwise specified in the relevant purchase order or by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that deliver the Purchaser has priority Products F.O.B. Seller's facility at the address shown on Seller’s shipping documentation (the “Facility"). For sales to customers or deliveries outside the United States, Seller shall deliver the Products EX WORKS the Facility. "EX WORKS" shall be defined in accordance with INCOTERMS 2000 of supplythe International Chamber of Commerce, as amended from time to time. All risk of loss, damage or delay shall pass from Seller to Buyer upon Seller's delivery of the Products to a carrier at the Facility. Partial shipments shall be permitted. All installment shipments shall be separately invoiced and Buyer shall pay such separately invoiced amounts in accordance with their invoice due dates, without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve Buyer of its obligation to accept remaining deliveries. ▇▇▇▇▇ agrees to pay all transportation, delivery, and tax costs. Seller shall retain title for Products until Seller receives payment in full therefor. Delivery Dates: All delivery dates are approximate. Delivery dates given by Seller are based on prompt receipt of all necessary information regarding the order. Seller will use reasonable efforts to meet such Delivery Delays: Any delay in delivery due to causes beyond Seller's reasonable control, or due to any priorities or allocations necessitated by governmental orders or regulations, or due to any causes specified in the following sentence, shall extend the term of delivery by a period equal to the length of such delay. In the event of delay in delivery requested by Buyer or caused by Buyer's (a) failure to supply adequate instructions; (b) failure to arrange for pickup; (c) failure to supply or approve necessary data in a timely manner; (d) requested changes; or (e) failure to provide documents required for Seller to effect delivery, Seller will store all Products at Buyer's risk and expense, and if prices are higher at the time of actual delivery, Buyer shall pay such higher prices. Buyer shall pay all storage costs, material costs, and expenses upon Seller's demand.

Delivery. (a) Delivery Time of the products in accordance with the delivery schedule is a material requirement of each purchase order. Time is of the essence in fulfilling all purchase orders. (b) Unless otherwise specified essence. SELLER shall deliver the goods to PPI on the delivery date and at the destination stated in the relevant purchase order Purchase Order. Shipments must equal the exact amounts identified in the Purchase Order and no partial shipments, changes or by the Purchaser, all deliveries shall substitutions in specifications may be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The without PPI’s prior written consent. Seller shall will immediately notify the Purchaser promptly PPI in writing of any cause whatsoeverevent 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, including but not limited which shall be subject to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase orderwritten acceptance by PPI. Such delay or threat In case of delay shall in delivery, PPI may at its convenience terminate or suspend all or any portion of this Purchase Order that has not excuse the Seller from proceeding with performance been shipped as of the relevant 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 order goods in substitution for those goods not properly delivered by SELLER 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, together with any incidental or consequential damages suffered by PPI as a result of 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 pay for goods shipped prior to cancellation. If this Purchase Order covers goods made to PPI’s specifications or prepared by the SELLER only for PPI, upon receipt of notice of cancellation, SELLER shall cease manufacture, supply or work in accordance with and to the delivery schedule extent specified in the relevant purchase ordernotice and shall immediately do everything possible to mitigate any cost incurred by SELLER as a result of PPI’s cancellation. The Seller In such cases, provided that SELLER is not in default, PPI shall cooperate pay the reasonable costs incurred by SELLER in fulfilling this Purchase Order prior to date of QUALITY: SELLER shall maintain a quality management system which is acceptable and appropriate for the goods supplied hereunder and shall comply with general industry standards. Goods supplied shall meet the Purchaser requirement in the applicable technical specifications and documentations (drawings, specifications, standards, etc.) It shall be the sole responsibility of SELLER to avoid disruption 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 SELLER’s subcontractors. If no specific requirements are stated, good industry and craftsman-like practice shall be observed. SELLER shall notify the organization of changes in product and/or process, changes of suppliers, changes of manufacturing facility location and, where required obtain organization approval, and flow down to the supply of products to chain the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (applicable requirements including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s customer requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery of the products in accordance with the delivery schedule is a material requirement of each purchase order. Time is of the essence in fulfilling all purchase orders. (b1) Unless otherwise specified agreed in writing, we deliver "ex works". Where the relevant purchase order or by customer is responsible for collection (Holschuld), the Purchaserrisk passes to the customer when the goods are picked and made available for collection as agreed. Similarly, all deliveries shall be made at if we are responsible for sending the ‘ship to’ address specified in goods (Schickschuld), the relevant purchase orderrisk passes when they are handed over to the carrier. Where we are required to deliver to an agreed destination (Bringschuld), and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify risk passes when the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase ordergoods leave our factory. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, applies in the event that the Seller customer fails to accept the goods without a legitimate reason (Gläubigerverzug). (2) We have the right to make reasonable partial deliveries. (3) Our delivery obligation is unableat all times subject to the condition that we receive timely and proper deliveries from our suppliers. Similarly, for any reason, our delivery obligation is subject to fulfill in a timely manner the purchase order provision of the Purchaser materials, documents, authorizations and those approvals required to be obtained by the customer as well as receipt of any agreed deposit and the clarification of all technical issues. (4) Unless expressly agreed otherwise in writing, stated delivery dates are always subject to change. (5) Delivery periods will be extended by any period during which the purchaser is in default with payment under the contract. (6) Obstacles to delivery caused by force majeure or unforeseen events for which we are not legally responsible, such as operational disruptions, strikes, lock-outs, orders issued by government authorities, the subsequent loss of export or import options and timely and proper delivery from our suppliers referred to in paragraph (5) above, will cause us to be released from the obligation to comply with agreed delivery periods for the duration and to the extent of their impact. In such cases we also have the right to rescind the contract, without such rescission giving rise to any rights on the part of the Seller’s purchaser to claim compensation or make other customersclaims. (7) If an agreed delivery time is not met and no obstacle to delivery as described in paragraph (6) above exists, the purchaser must grant us, in writing, a reasonable grace period of at least two weeks. If we also fail to deliver within this grace period and are culpable for such failure, the purchaser may rescind the contract, but is not entitled to claim damages for non-performance or default, unless our failure to deliver was due to intentional or grossly negligent conduct. (8) If the parties subsequently agree to other or additional services that affect agreed deadlines, such deadlines will be extended by a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supplyreasonable period.

Delivery. (a) Delivery Upon acceptance of an Order by SPEAR and the products 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 delivery schedule is a material requirement Order Acknowledgement. Unless otherwise mutually agreed by the Parties, all Spear Offerings shall be shipped FCA ESPOO (FINĮAND) (INCOTERMS 2020) 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 each purchase order. Time is an Order issued by Purchaser does not constitute acceptance of the essence INCOTERMS set forth in fulfilling the Order. Notwithstanding, all purchase orders. (b) fees associated with customs formalities, including import and export, are Purchaser’s sole responsibility. If requested by ▇▇▇▇▇▇▇▇▇, SPEAR will arrange transport and add freight and handling charges to the Purchaser’s invoice. Unless otherwise specified agreed in writing, delivery of software shall be deemed to occur upon the provision of a link to enable Purchaser to download the software or imbedded in any hardware purchased. Software is delivered in the relevant purchase order or by English language. Additional language packs may be available for purchase. SPEAR will assign estimated shipment dates on Orders based on the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance availability of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase orderSpear Offerings and SPEAR's acceptance of Purchaser’s Order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best SPEAR will make commercially reasonable efforts to accommodate and comply with meet its assigned shipment dates. However, SPEAR will not be liable for its failure to meet such rescheduling. (e) dates. If for any reason, Purchaser or End Customer requests or otherwise causes SPEAR to store Spear Offerings beyond the Purchaser is unable to accept delivery of the products on or after the delivery assigned shipment date, the Purchaser shall give will be invoiced a commercially reasonable notice prior to the agreed upon delivery date service and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewithhandling fee. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller SPEAR shall have no right liability to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtainedfor delayed or cancelled shipments due to SPEAR's compliance with applicable trade or export regulations or sanctions. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in In the event that the Seller is unableSpear Offerings will be used by End Customer as part of a larger solution including third-party products and/or services, it will be the sole responsibility of Purchaser to obtain any additional license or use rights necessary for any reasonSPEAR to integrate its solution, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customersor create interoperability, due to a shortage of components with technology owned or any other reason, the Seller shall ensure that the Purchaser has priority of supplyotherwise provided by such third parties.

Delivery. (a) Delivery of the products in accordance with the delivery schedule is a material requirement of each purchase order. Time is of the essence in fulfilling for Delivery and all purchase orders. (b) Unless otherwise specified in other obligations arising herein. “Delivery Date” and/or “Dock Date” shall mean the relevant purchase order or by date Supplier is required to deliver the Purchaser, all deliveries shall be made at Product to the ‘ship to’ address specified in locations designated on Buyer’s Purchase Order. If Supplier does not meet the relevant purchase orderscheduled Delivery Dates, and in accordance Supplier fails to demonstrate to Buyer that it has taken best commercial efforts to comply with meeting the instructions specified thereinDelivery Dates, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing then Buyer may, at its option cancel this Purchase Order, or any part of this Purchase Order without incurring any liability. If Buyer requests expedited shipment of any cause whatsoeverlate deliveries, including but Supplier will be responsible for shipping cost. Supplier will not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance ship ahead of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts scheduled Delivery Date unless authorized by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser Buyer in writing. The Purchaser reserves the right Buyer may re- turn, at its option, all unauthorized early shipments to return excess shipments Supplier at the SellerSupplier’s expense. (g) If . Payments for early shipments unauthorized by Buyer will be postponed until the Seller’s delivery 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 setting forth the cause of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Sellersuch anticipated delay. Supplier shall be, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights remedy available to Buyer, liable for Buyer’s documented additional expenses due to its failure to deliver in the 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 remedieswithout their fault or negligence. In the event that any such condition exists as to Supplier, Buyer may at its sole and absolute discretionoption, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order affected Purchase Order in whole or in part part. All internationally shipped products will be shipped under "FCA Suppliers Facility (Incoterms 2010)". Products shipped under domestic transport may be FCA or other Incoterm agreed between Supplier and Jabil. For FCA terms, Supplier must utilize the Seller carriers or forwarder provided in Jabil’s shipping guidelines for the transit from Supplier’s facility to the Jabil’s 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 additional costs incurred for transportation. If no transportation agent is specified, Supplier will use a transportation agent acceptable to Jabil. Title shall promptly collect any products which be transferred to Jabil upon the physical delivery of the Products to the final destination designated on Jabil's Purchase Order . Jabil assumes risk of loss for Products when Products have been delivered received by Jabil’s carrier or forwarder. In the event a tooling Delivery is delayed, and comprised in it is estimated that such purchase order (or part thereof) so cancelled) and/or accept the quantities delay will exceed more than 25% of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred includingagreed completion Date/Delivery time, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall notBuyer may, at its option cancel this Purchase Order without incurring any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirementsliability. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery a. Time will not be of the products essence under this Contract. b. Unless stated otherwise in PROK’s quotation, all Goods are supplied ex-works at the place of manufacture and delivery to a carrier's vehicle, including loading, shall constitute delivery by PROK to the Purchaser. No allowance has been made in the Price for transport, insurance or unloading costs. Where the Purchaser requests delivery other than ex- works PROK, at its sole discretion, may agree to act as agent for the Purchaser to effect such deliveryand all costs of carriage and insurance in relation thereto will be to the Purchaser's account. In any event the Purchaser shall ensure provision of reasonable access to the point of delivery and for off-loading and/or handling without delay. ▇. ▇▇▇▇ reserves the right, in its sole discretion to make partial deliveries of any Goods and to invoice such partial deliveries separately to the Purchaser in accordance with the delivery schedule is a material requirement clause 6 of each purchase order. Time is of the essence in fulfilling all purchase ordersthese Terms and Conditions. (b) d. Unless otherwise specified expressly agreed in writing by PROK, all delivery dates provided by PROK are approximate only and although every reasonable effort will be made by PROK to deliver Goods by the relevant purchase order estimated delivery date, any failure by PROK to deliver the Goods by any particular date will not entitle the Purchaser to cancel the Contract or void any of these terms of this Contract or entitle the Purchaser to claim any compensation whatsoever (including liquidated or unliquidated damages) from PROK for late delivery. e. Where PROK agrees in writing to guarantee a delivery date, PROK will not be liable for failure to fulfil or for delays in delivering the Goods where delivery is prevented, delayed or hindered by a force majeure event, any act or omission or direction of the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in Purchaser’s employees, agents or contractors or where PROK is delayed by any other cause beyond PROK’s reasonable control. f. All delivery dates are dependent upon the relevant purchase timely receipt of the Purchaser’s written order, all necessary particulars or details required for production and payment of any progress claims strictly in accordance with the instructions specified therein, during normal business hoursthis Contract. (c) The Seller shall notify g. If after a period of 14 days from the date PROK notifies the Purchaser promptly in writing that Goods are ready for delivery and delivery of such Goods is delayed for any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser reason beyond PROK’s reasonable control PROK shall be entitled entitled, at its sole discretion, to reschedule deliveries arrange for all standard commodity parts suitable storage of such Goods at its premises or elsewhere and PROK shall take reasonable measures to protect the Purchaser's interest in such Goods. To then extent permitted by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery datelaw, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take pay all reasonable steps to prevent their deterioration until costs of such storage together with all reasonable costs of insurance, demurrage, handling and other contingent charges as a result of the storage and delivery on of the new delivery date specified by the PurchaserGoods. (f) It is the Seller’s responsibility h. In addition to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. sub clause (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Sellerabove, or if any products Goods are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled ready for delivery and return the same to the Seller at the Seller’s expense and/or to accept early if delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date Goods is delayed by reason of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration instructions given, or lack of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to instructions by the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reasondelay outside of PROK’s reasonable control, the Seller then PROK shall ensure that the Purchaser has priority of supplybe entitled to invoice and payment for those Goods in accordance with clause 6(d).

Delivery. (a) Delivery 8.1 Any dates quoted for delivery are approximate only and the time of delivery and installation shall not be of the products essence. The Company shall not in accordance with the any event be liable for any delay in delivery schedule is a material requirement of each purchase order. Time is of the essence in fulfilling all purchase orders. (b) Unless otherwise specified in Products that is caused by a Force Majeure Event or the Customer’s failure to provide the Company with adequate delivery instructions or other instructions that are relevant purchase order or by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products the Products. 8.2 The Products shall be collected by the Customer from the Company’s premises at 24 – 8TH AVENUE, EDENVALE, GAUTENG PROVINCE, SOUTH AFRICA, or such other location as may be advised by the Company prior to delivery (Delivery Location) any time after the Company has notified the Customer that the Products are ready for collection or as otherwise agreed in the Company’s quotation. The delivery or collection date must be in writing on the tax invoice prior to the Purchaser under the relevant purchase orderCustomer effecting same. (d) The Purchaser 8.3 Where it is agreed that the Products shall be delivered by instalments each delivery shall be treated as a separate contract and if the Customer neglects or refuses to take delivery of or pay for more instalments the Company shall be entitled to reschedule deliveries for all standard commodity parts by serving treat such breach of contract as a written Reschedule Notice to repudiation of the Seller and the Seller shall comply with such Reschedule Notice for all undelivered itemswhole Contract. The Purchaser Company may request deliver the rescheduling of deliveries Products by instalments, which shall be invoiced and paid for special and customised parts and separately. Any delay in delivery or defect in an instalment shall not entitle the Seller shall use its best efforts Customer to accommodate and comply with such reschedulingcancel any other instalment or give rise to any other remedy. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. 8.4 The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser Company hereby reserves the right to charge a reasonable handling fee for the return excess shipments at of any Product due to any reason other than the Seller’s expensefact that the Product failed, is defective, hazardous or unsafe as defined in the CPA. (g) 8.5 The Company will not deliver to or collect from any location which it in its discretion considers to be unsuitable, including inaccessible roads or off-road locations. If a vehicle belonging to the Company is used for performing the Contract at a place situated off the public highway, the Customer shall be solely responsible for any damage or loss occasioned by reason of such delivery or collection whether to the Products or the Company’s property and shall indemnify the Company in respect thereof. 8.6 In the event of any Products or related materials delivered on the public highway or elsewhere, the Customer shall be solely responsible for compliance with any and all regulations and for all steps which need to be taken for the protection of persons or property in relation to such Products and shall indemnify the Company in respect of all or any costs, claims, losses or expenses which it may incur as a result of any complaint arising out of any delivery as aforesaid. 8.7 If the Seller’s delivery Company fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement Products of similar description and quality in the cheapest market available, less the price of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damagesProducts. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller The Company shall have no right liability for any failure to make a later tender of conforming products unless deliver the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same Products to the Seller at extent that such failure is caused by a Force Majeure Event or the SellerCustomer’s expense and/or failure to accept early provide the Company with adequate delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components instructions or any other reason, instructions that are relevant to the Seller shall ensure that supply of the Purchaser has priority of supplyProducts.

Delivery. (a) Delivery Upon completion of the products construction of the Platform and the tests and trials as provided in accordance the Specifications, and after having obtained all required approvals and certifications from ABS and the Regulatory Bodies, Builder shall tender delivery of the Platform to Owner. Prior to tendering delivery, Builder shall have remedied at Builder's sole cost and expense any defects discovered by Owner, Builder or ABS in Builder's workmanship or materials including installation of Owner Furnished Equipment or any other non-conformity of the Platform with the delivery schedule is a material requirement of each purchase order. Time is requirements of the essence in fulfilling all purchase ordersSpecifications and this Agreement and shall have performed any re-tests necessary to ensure that such items have been fully corrected. Owner shall accept such tender of delivery, and Owner shall not have the right to refuse to accept delivery of the Platform provided the same is substantially completed, except for minor items acceptable to Owner to be completed as mutually agreed between Owner and Builder, and capable of being utilized by Owner. Any remaining items shall be completed by Builder following delivery and prior to departure of the Platform from Builder's yard, or Owner and Builder may mutually agree on a appropriate reduction of the Contract Price for such remaining items. (b) Unless otherwise specified To evidence acceptance of the Platform by Owner, Builder and Owner shall execute and deliver a Protocol of Acceptance and Delivery acknowledging delivery of the Platform. Builder shall further deliver to Owner a Bill of Sale confirming the conveyance of title ▇▇ the Platform to the Owner, which Bill of Sale shall (i) generally describe the P▇▇▇▇orm as a mobile, self-contained and elevating platform, (ii) contain a general warranty of title and freedom from liens (except as to matters arising by, through, or under Owner) in favor of the Owner, and (iii) be deemed to contain the additional warranties and covenants set forth in Section 11 of this Agreement without the necessity of making any reference to such warranties in the relevant purchase order or by Bill of Sale. Builder shall also deliver to Owner the Purchaser, all deliveries shall be made at the ‘ship to’ address specified remaining delivery documents set forth in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hoursSpecifications. (c) The Seller Builder shall notify deliver the Purchaser promptly in writing of any cause whatsoeverPlatform along side Builder's dock at Builder's Yard. Following delivery and acceptance, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser Owner shall have the right to reject any products dock the Platform at Builders Yard for a period not to exceed thirty (30) days, after which are tendered time the Platform must depart from Builder's Yard. During such post-delivery docking period, Owner shall pay to Builder its standard charges for shore power, potable water, and security guard service. All such charges must be paid by the Seller in advance Owner to Builder prior to departure of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery datePlatform from Builder's Yard. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery of the products in accordance with the delivery schedule is a material requirement of each purchase order. Time is of the essence in fulfilling all purchase orders. (b) Unless otherwise specified in the relevant purchase order or by Services pursuant to clause 5 of these Special Conditions and without limiting clauses Error: Reference source not found to 3 of the PurchaserGeneral Provisions, all deliveries Services shall be made at delivered to the ‘ship to’ address specified Delivery Address as set out in Item 5 of the relevant purchase order, Schedule and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly INCOTERMS as set out in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption Item 6 to the supply of products to Schedule. Delay Without affecting the Purchaser Contactor’s obligations under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reasonclause 5.1, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser Contractor shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until and minimise delay and agrees to work with LMA to mitigate the losses arising from the delay. If the Contractor becomes aware that delivery on of Supplies or the new delivery date specified achievement of a Milestone will or may be delayed for any reason, the Contractor shall notify the LMA Representative within two (2) Business Days of the following matters, to the extent that the Contractor is aware of them: the cause and nature of the delay; the steps that the Contractor has taken to minimise the delay; and the anticipated duration of the delay. The Contractor shall notify LMA as soon as practicable after the Contractor becomes aware of a material change to information notified to either under clause 7.2. The Contractor shall comply with any request by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified LMA Representative for information concerning a delay or potential delay in the relevant purchase order delivery of Supplies or the achievement of a Milestone. Final Acceptance The Contractor shall, when seeking Final Acceptance: complete and present a signed Final Acceptance Certificate certifying that the Contractor has fulfilled its obligations under the Contract, except to the extent that the Contractor's obligations expressly, or by implication, survive the Final Acceptance Milestone, including the obligations in clause 35 of the General Provisions; and provide any other supporting evidence required by the LMA Representative, including confirmation of successful completion of any Final Acceptance testing required by the Contract. The LMA Representative shall, within 15 Business Days of the Contractor seeking Final Acceptance: approve the Final Acceptance Certificate when the following requirements are met: the Contractor has achieved all previous Milestones in accordance with this Contract; and the Contractor demonstrates to the reasonable satisfaction of the LMA Representative that the Services function and integrate as required by the Contract and that the Contractor has fulfilled its obligations in accordance with the Contract, except to the extent that the Contractor's obligations expressly, or by implication, survive the Final Acceptance Milestone, including the obligations in clause 35 of the General Provisions; or notify the Contractor that it has failed to achieve the requirements of Final Acceptance detailed in clause 8, in which case the LMA Representative shall notify the Contractor in writing of the reasons for the failure. If the LMA Representative notifies the Contractor under clause 8.2.b of these Special Conditions that it has failed to achieve Final Acceptance, the Contractor shall, within 10 Business Days of receipt of that notice, provide full written details to the LMA Representative of its proposed remedy. The LMA Representative shall by notice in writing, within 10 Business Days of receipt of the written notice referred to in clause 8.3 of these Special Conditions either: direct the Contractor to complete any course of action proposed by the Contractor within a specified time; or reject the Contractor's proposal and direct the Contractor to submit an alternative proposal within 10 Business Days of that notice. If an application for Final Acceptance is rejected and resubmitted, processing of the resubmitted application shall be subject to the same conditions as if it were the original. The LMA Representative may require the Contractor to retake possession of any item of Services within five (5) Business Days when a notice of failure to achieve Final Acceptance is issued under clause 8.2.b of these Special Conditions. Repossession of Services shall not affect the obligation of the Contractor to provide conforming Services. The Contractor shall bear all costs associated with achieving Final Acceptance and of complying with the directions of the LMA Representative. Any action of the Contractor in achieving Final Acceptance and in complying with the directions of the LMA Representative under this clause 8 shall not relieve the Contractor from performing its obligations under the Contract. Additional Work Where the Contractor is required to undertake work additional or in any purchase order release issued excess of those described under this Contract, such additional work shall be approved by the LMA Representative in connection therewithwriting, in the form of a Purchase Order or Work Order pursuant to clause 10 of these Special Conditions, for an agreed price prior to the performing of such work. The Seller Contractor shall not make partial deliveries under a purchase order unless authorised by provide an itemised quote to the Purchaser in writing in advance. In any event, nominated LMA Representative before commencing any additional costs incurred in such partial deliveries shall be at work unless otherwise agreed. Work Orders In addition to the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in Services, the quantities Contractor agrees to provide goods and at services (including the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser provision of task based activities, ad-hoc work & additional supplies), which subject to the Sellerinclusion of a schedule of a fees and/or rates table at Attachment B (Price and Milestone Payment Schedule), will constitute a standing offer to LMA for the Contract Term unless terminated earlier or if any products are damaged in transit (including any damage arising in connection with the loading and unloading extended. Upon receipt of products) a Work Order or otherwise received in a damaged statePurchase Order, the Purchaser reserves Contractor shall, for the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as price set out in the relevant purchase order but Work Order or Purchase Order, provide the goods and services described in the Work Order or Purchase Order and comply in full with all other requirements and obligations in this Contract. To avoid doubt, a variation to the Services under this Contract will be formed when LMA provides the Contractor a Work Order or Purchase Order for the goods and services pursuant to this clause 10, and the Contractor communicates its acceptance in writing to LMA. The Work Order or Purchase Order will be deemed to be accepted if LMA is not advised that it is rejected within 5 Business Days. When completed, all Work Orders or Purchase Orders shall be deemed to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered been accepted in support of payment by the Seller Contractor’s provision of a Supplies Acceptance Certificate or similar form signed by the LMA Representative or delegate. Price and Milestone Payment The Contractor shall deliver all Services in advance accordance with the Milestone Payment Scheduled as detailed in Section Error: Reference source not found (Contract Price) of Attachment B. The Contractor shall deliver all Services pursuant to clause 9 or 10 of these Special Conditions for the fees, task prices and/or rates in accordance with Attachment B. Furnished Property Intellectual Property In addition to clause 13 - 16 of the date scheduled General Provisions, the Contractor shall ensure that LMA and its customers are granted a licence to exercise all Third Party IP on the best available commercial terms. Provision of Technical Data The Contractor shall provide all Technical Data necessary for delivery LMA the Commonwealth, to exercise their IP rights as defined in clauses 13 - Error: Reference source not found of the General Provisions, including to manufacture, use, maintain, modify and return dispose of, the same Services. LMA or the Commonwealth, may provide Technical Data to the Seller at the Seller’s expense and/or a third party to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller enable LMA and the Purchaser pursuant Commonwealth, to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations fully exercise their IP rights under this Agreementclause 13. The Contractor shall ensure that all Technical Data delivered to LMA will enable a reasonably skilled person to efficiently and effectively do the things permitted to be done by LMA and the Commonwealth, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order exercising of Intellectual Property rights under clauses 13 - Error: Reference source not found of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supplyGeneral Provisions.

Delivery. (a) Delivery 3.1 Any time or date specified for delivery by Syrex or the Buyer, in respect of any sale, shall be approximation and guide only. 3.2 If Syrex is unable to effect delivery of any part of the products Products on the date or time stipulated by it or the Buyer, the Buyer shall be obliged to take delivery as and when Syrex can reasonably affect such delivery. 3.3 Syrex endeavours to effect delivery on any date specified by it or agreed upon by it, but does not give any warranties of whatsoever nature or kind and it shall not be held responsible for any 3.4 Syrex is entitled to charge storage costs where the Buyer requests Syrex to withhold or postpone deliver, and Syrex agrees thereto, and the Buyer undertakes to pay any and all storage costs related to Products not taken, at the prevailing storage rates charges by Syrex. 3.5 The risk in accordance with and to the Products purchased shall pass to the Buyer upon delivery. Such delivery schedule is a material requirement of each purchase order. Time is will be deemed to have been effected upon tender of the essence in fulfilling all purchase orders. (b) Unless otherwise specified in the relevant purchase order or Products for acceptance by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during Buyer within normal business hours, at the Buyers place of business or such other place nominated by the Buyer, or Syrex’s place of business, if the Buyer elects to collect the Products. (c) The Seller shall notify 3.6 Unless the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance Buyer gives timeous notice of the relevant purchase order in accordance with partial delivery, the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser Buyer shall be entitled deemed to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to have received the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule Products as set out in the delivery note and relevant purchase order but not to anticipate the Purchaser’s requirementsinvoices. (i) The Purchaser 3.7 No carrier, as agent of Syrex, shall have be obliged to enter the right to reject any products which are tendered by the Seller in advance premises of the date scheduled Buyer to enable offloading to be effected. However, if such vehicle should enter the Buyer’s premises, it shall be deemed to do so at the Buyer’s specific instance and request, and in that Syrex and/or agents shall accept no liability for delivery and return the same damage or loss occasioned to the Seller at Buyer or any third party, arising in any way from such entry or for that matter, exiting from the SellerBuyer’s expense and/or to accept early delivery premises, or from the offloading thereof, or from any negligent act or omission of products Syrex of its agent carrier during the course of entering, exiting or offloading. Further, the Buyer hereby indemnifies and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times holds Syrex harmless against liability for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead timedamage or loss. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery Time is not of essence of the products contract and any time or date specified by the Seller as time at which or date on which goods will be despatched or delivered (or as case may be made available for collection) is given and intended as an estimate only and the Seller shall not be liable for any loss, damage or expense howsoever arising from delay in accordance delivery. b) The Buyer shall at request of the Seller supply the Seller with details necessary to allow the Seller to make delivery and shall accept delivery whenever the Seller proffers delivery. If the Buyer does not comply with the foregoing it shall not be entitled to withhold any payment and shall indemnify the Seller against any consequential loss, damage or expense and the Seller may enforce its remedies for payment and may (if it so wishes) cancel intended delivery schedule is and sell the goods to which such intended delivery related without prejudice to its right to claim damages in respect of such breach of contract or may store goods at the Buyer’s risk in a material requirement place of each purchase order. Time is its choosing at the cost of the essence in fulfilling all purchase ordersBuyer and delivery by the Seller of a deposit receipt or other evidence of storage to the Buyer shall be deemed to be delivery of goods. (b) Unless otherwise specified in the relevant purchase order or by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller reserves the right to make delivery by installments, and the period during which delivery by installments may be made and the quantity of goods delivered in each installment shall notify be in the Purchaser promptly in writing Seller’s discretion. d) Notwithstanding any express agreement as to the date of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse delivery the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity postpone or cancel delivery in whole or in part when it is delayed in or prevented from making or obtaining any goods or materials or parts or components or services therefore or making delivery thereof by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is cause beyond the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in control. During any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at foregoing events the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times obligations shall be suspended until such events cease or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require until the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, cancels delivery (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part () and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval not be required to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified obtain elsewhere in the relevant purchase order market goods with which to replace or authorised in shipment releases issued by the Purchaser permit it to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender produce goods delivery of conforming products unless the approval in writing signed by an authorised representative of the Purchaser which has been obtainedpostponed or cancelled as a result of any of said events. The Purchaser will not be obliged to accept any tender In event of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reasoncancellation, the Seller shall ensure that be paid pro rata for goods delivered or work done to the Purchaser has priority date of supplycancellation. e) The Buyer shall be solely responsible for the proper unloading of goods. If, to assist the Buyer to remove the goods from point of delivery, the Seller or any sub-contractor does any loading or unloading of goods free of charge, no liability whatsoever shall thereby be incurred by the Seller or subcontractor and the Buyer shall indemnify the Seller in respect of thereof.

Delivery. (a) Delivery of the products in accordance with the delivery schedule is a material requirement of each purchase order. Time is will not be of the essence in fulfilling all purchase ordersunder thisContract. (b) Unless stated otherwise specified in Nepean’s quotation, all Goods are supplied ex- works at the place of manufacture and delivery to a carrier's vehicle, including loading, shall constitute delivery by Nepean to the Purchaser. No allowance has been made in the relevant purchase order Price for transport, insurance or by unloading costs. Where the Purchaser requests delivery other than ex- works Nepean, at its sole discretion, may agree to act as agent for the Purchaser to effect such delivery and all costs of carriage and insurance in relation thereto will be to the Purchaser, all deliveries 's account. In any event the Purchaser shall be made at ensure provision of reasonable access to the ‘ship to’ address specified in the relevant purchase order, point of delivery and in accordance with the instructions specified therein, during normal business hoursfor off-loading and/or handling without delay. (c) The Seller shall notify Nepean reserves the right, in its sole discretion to make partial deliveries of any Goods and to invoice such partial deliveries separately to the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply clause 6 of products to the Purchaser under the relevant purchase orderthese Terms and Conditions. (d) The Unless otherwise expressly agreed in writing by Nepean, all delivery dates provided by Nepean are approximate only and although every reasonable effort will be made by Nepean to deliver Goods by the estimated delivery date, any failure by ▇▇▇▇▇▇ to deliver the Goods by any particular date will not entitle the Purchaser shall be entitled to reschedule deliveries cancel the Contract or void any of these terms of this Contract or entitle the Purchaser to claim any compensation whatsoever (including liquidated or unliquidated damages) from Nepean for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such reschedulinglatedelivery. (e) If for any reason, the Purchaser is unable Where ▇▇▇▇▇▇ agrees in writing to accept delivery of the products on or after the guarantee a delivery date, Nepean will not be liable for failure to fulfil or for delays in delivering the Purchaser shall give reasonable notice prior to the agreed upon Goods where delivery date and the Seller will store the productsis prevented, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified delayed or hindered by a force majeure event, any act or omission or direction of the Purchaser, the Purchaser’s employees, agents or contractors or where Nepean is delayed by any other cause beyond Nepean’s reasonable control. (f) It is All delivery dates are dependent upon the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense timely receipt of the SellerPurchaser’s written order, unless such partial deliveries are requested all necessary particulars or details required for by the Purchaser production and payment of any progress claims strictly in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expenseaccordance with this Contract. (g) If after a period of 14 days from the Seller’s date Nepean notifies the Purchaser that Goods are ready for delivery and delivery of the products such Goods is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if delayed for any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remediesreason beyond Nepean’s reasonable control Nepean shall be entitled, at its sole and absolute discretion, to:to arrange for suitable storage of such Goods at its premises or elsewhere and Nepean shall take reasonable measures to protect the Purchaser's interest in such Goods. To the extentpermitted by law, the Purchasershallpayallreasonable costs of such storage together with all reasonable costs of insurance, demurrage, handling and other contingent charges as a result of the storage and delivery of the Goods. (ih) require the Seller In addition to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities requiredsub clause (g) above, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order if Goods are in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled ready for delivery and return the same to the Seller at the Seller’s expense and/or to accept early if delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date Goods is delayed by reason of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration instructions given, or lack of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to instructions by the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reasondelay outside of Nepean’s reasonable control, the Seller then Nepean shall ensure that the Purchaser has priority of supplybe entitled to invoice and payment for those Goods in accordance with clause 6(d).

Delivery. (a) Delivery 12.1. The Cargo shall be deemed to be delivered when it has been delivered to or placed at the disposal of the products Merchant or its agent in accordance with this Non-Negotiable Bill of Lading, or when the delivery schedule Cargo has been delivered to any authority or other party to which, pursuant to the law or regulation applicable at the place of delivery, the Cargo must be delivered, or such other place at which the Carrier is a material requirement of each purchase order. Time is of entitled to call upon the essence in fulfilling all purchase ordersMerchant to take delivery. (b) Unless otherwise specified in the relevant purchase order or by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order12.2. The Seller Carrier shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall also be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to store the Seller Cargo at the sole risk of the Merchant, and the Seller Carrier's liability shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request cease upon the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept Carrier’s tender/delivery of the products on Cargo to the appointed warehouse or after storage facility. The cost of such storage shall be paid, upon demand, by the delivery dateMerchant to the Carrier. 12.3. If at any time the Carriage under this Non-Negotiable Bill of Lading is or is likely to be affected by any hindrance or risk of any kind (including the condition of the Cargo) not arising from any fault or neglect of the Carrier or a Subcontractor that cannot be avoided by the exercise of reasonable diligence, the Purchaser Carrier may: abandon the Carriage of the Cargo under this Non-Negotiable Bill of Lading and, where reasonably practicable, place the Cargo or any part of it at the Merchant's disposal at any place that the Carrier may deem safe and convenient, whereupon delivery shall give reasonable notice prior be deemed to the agreed upon delivery date have been made, and the Seller will store responsibility of the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified Carrier in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller respect of such Cargo shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advancecease. In any event, the Carrier shall be entitled to full freight under this Non-Negotiable Bill of Lading and the Merchant shall pay any additional costs incurred in such partial deliveries shall be at the expense arising out of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expenseaforementioned circumstances. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery of the products in accordance with the delivery schedule is a material requirement of each purchase order. Time is of the essence in fulfilling all purchase orders. (bA) Unless otherwise specified agreed to in writing, EZF shall deliver the relevant purchase order or Product FOB destination; freight prepaid by EZF and added to invoice, the Purchaser, all deliveries place of shipment named herein within a reasonable time after receipt by EZF of Customer’s written acceptance. Typically transit time will be 7‐10 business days from date of pickup from the EZF warehouse. Deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited hours Monday through Friday. One attempt to any actual or potential labour dispute which is delaying or threatening deliver will be made. Should delivery need to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any eventrescheduled, any additional costs incurred in such partial deliveries for redelivery and/or storage fees will be charged to the Customer. EZF shall use reasonable efforts to make timely delivery but shall be at the expense excused from any delays arising out of the Sellercauses beyond its reasonable control. Any specific delivery dates that may be stated are approximate. EZF shall, unless under no circumstances, be liable for damages, incidental or consequential (hereinafter contemplated as including, but not limited to, damages for lost profits, lost sales and injury to person or property), for delays, or failure to give notice of delay, whether or not caused by or resulting from ▇▇▇▇’ negligence. Customer agrees not to make such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expenseclaim on EZF. (gB) If the Seller’s delivery proper tender of the products Product is not made in and completion of delivery is prevented through no fault of EZF, EZF may specify a reasonable alternative place of delivery. Customer agrees that all costs of storage and transport incurred following an initial attempt at delivery are hereby allocated to and imposed upon Customer, and shall be added by EZF to the quantities and sale price. Delivery may at any time be withheld by EZF pending payment of any sum due from the times Customer to EZF under this Order or otherwise specified in any other agreement. EZF will return Product via the relevant incoming method unless an alternative method has been indicated on the purchase order or authorised in shipment releases issued a change authorized by the Purchaser to Customer representative. Please note that the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised above delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which statement does not fully comply with all apply for deliveries made outside the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule48 contiguous States. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled See quotation for delivery terms and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery dateconditions. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery of the products in accordance with the delivery schedule is a material requirement of each purchase order. Time is of the essence in fulfilling for Delivery and all purchase orders. (b) Unless otherwise specified in other obligations arising herein. “Delivery Date” and/or “Dock Date” shall mean the relevant purchase order or by date Supplier is required to deliver the Purchaser, all deliveries shall be made at Product to the ‘ship to’ address specified in locations designated on Buyer’s Purchase Order. If Supplier does not meet the relevant purchase orderscheduled Delivery Dates, and in accordance Supplier fails to demonstrate to Buyer that it has taken best commercial efforts to comply with meeting the instructions specified thereinDelivery Dates, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing then Buyer may, at its option cancel this Purchase Order, or any part of this Purchase Order without incurring any liability. If ▇▇▇▇▇ requests expedited shipment of any cause whatsoeverlate deliveries, including but Supplier will be responsible for shipping cost. Supplier will not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance ship ahead of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts scheduled Delivery Date unless authorized by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser ▇▇▇▇▇ in writing. The Purchaser reserves the right Buyer may re- turn, at its option, all unauthorized early shipments to return excess shipments Supplier at the SellerSupplier’s expense. (g) If . Payments for early shipments unauthorized by Buyer will be postponed until the Seller’s delivery 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 setting forth the cause of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Sellersuch anticipated delay. Supplier shall be, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights remedy available to Buyer, liable for ▇▇▇▇▇’s documented additional expenses due to its failure to deliver in the 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 remedieswithout their fault or negligence. In the event that any such condition exists as to Supplier, Buyer may at its sole and absolute discretionoption, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order affected Purchase Order in whole or in part part. All internationally shipped products will be shipped under "FCA Suppliers Facility (Incoterms 2010)". Products shipped under domestic transport may be FCA or other Incoterm agreed between Supplier and Jabil. For FCA terms, Supplier must utilize the Seller carriers or forwarder provided in Jabil’s shipping guidelines for the transit from Supplier’s facility to the Jabil’s receiving dock. Supplier must utilize ▇▇▇▇▇’s specified transportation agent for all shipments. If Supplier uses any other transportation agent, Supplier will reimburse Jabil for any additional costs incurred for transportation. If no transportation agent is specified, Supplier will use a transportation agent acceptable to Jabil. Title shall promptly collect any products which be transferred to Jabil upon the physical delivery of the Products to the final destination designated on Jabil's Purchase Order . Jabil assumes risk of loss for Products when Products have been delivered received by ▇▇▇▇▇’s carrier or forwarder. In the event a tooling Delivery is delayed, and comprised in it is estimated that such purchase order (or part thereof) so cancelled) and/or accept the quantities delay will exceed more than 25% of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred includingagreed completion Date/Delivery time, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall notBuyer may, at its option cancel this Purchase Order without incurring any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirementsliability. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery of the products Supplier will deliver ordered Products in accordance with the delivery schedule is specifications, drawings or approved samples, and at the prices and quantities in the Agreement, on a material requirement Delivery Duty Paid basis per INCOTERMS 2020 at the facility of each purchase orderCompany or its designee identified in the Purchase Order for international shipments (and on an F.O.B. basis at the facility of Company or its designee identified in the Purchase Order for domestic shipments). Company will have the right to route all shipments. All Products will be (a) suitably packed, marked with Company’s Purchase Order number; (b) transported in clean, hygienic, physically sound conditions; and (c) shipped in accordance with shipping instructions specified herein and otherwise in accordance with the requirements of common carriers. No charge shall be made to Company for boxing, packing, crating or carting unless separately itemized on the Purchase Order. Time is of the essence in fulfilling all purchase orders. (b) Unless otherwise specified in the relevant purchase order of this Agreement, and if delivery of Products or performance of Services is not completed by the Purchasertime promised, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser Company reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Sellerright, or if without Company bearing any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any its other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond terminate this Agreement by notice to Supplier effective when received by Supplier as to the relevant applicable Products and to purchase substitute Products or Services elsewhere and charge Supplier with any loss incurred. If, in order to comply with the quantities requiredCompany’s required delivery date, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve it becomes necessary for Supplier to ship by a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date more expensive way than specified in the relevant purchase order Agreement, any increased transportation costs resulting therefrom shall be paid for by Supplier unless the necessity for such rerouting or authorised in shipment releases issued expedited handling has been caused by the Purchaser to the Seller, this shall constitute a breach by Company. If shipment is delayed for any cause, Supplier must report the Seller and the Seller shall have no right same to make a later tender Company promptly. Failure of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser Company to insist upon strict performance will not be obliged to accept constitute a waiver of any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make Purchase Order or waiver of any material commitment(s) default. Supplier will not unreasonably anticipate delivery by purchasing materials or production arrangement(s) manufacturing quantities in excess of the amount or in advance of the time necessary what is reasonably required to meet the PurchaserCompany’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller Items received in advance of the date scheduled for Company’s delivery and return the same to the Seller schedule may, at the SellerCompany’s option, be returned at Supplier’s expense and/or to accept early delivery of products or be accepted and place such products in storage at the Seller’s expense payment withheld until after the scheduled delivery date. (j) The Purchaser reserves . Title and risk of loss will shift from Supplier to Pactiv Evergreen after Supplier tenders the right ordered Products for unloading at the dock at the point of delivery. Notwithstanding the delivery terms set forth herein, Company may elect, at its option, for Supplier to withhold payment on products shipped be responsible for unloading the ordered Products at Supplier’s expense at the point of delivery, and in advance until such case, title and risk of loss will shift from Supplier to Company after Supplier unloads the date ordered Products at the dock at the point of payment agreed delivery. Supplier will be liable to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times Company for any products without giving loss or damage resulting from Supplier’s failure to act so as to provide adequate protection during shipment. Additional expenses, charges or claims incurred as a result of deviation from the Purchaser prior notice in writing equivalent to the duration specified route, noncompliance with other shipping instructions, or improper description of the new lead time for ordering shipment in shipping documents will be the responsibility of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead timeSupplier. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery 11.1. For the purposes hereof, “Delivery” shall mean receipt by Distributor of the products Essential Materials as set out in accordance with Annex 1 (which by this reference is incorporated into this Agreement). 11.2. Licensor shall notify Distributor in writing that the Essential Materials are available for delivery schedule at Distributor’s cost and upon Distributor’s order ( the “Licensor’s Notice”) which date shall be no later than September 30th 2017 (unless said date is a material requirement extended in writing by the parties). Distributor shall place its order for initial release materials within 20 (twenty) Business Days of each purchase orderreceipt of Licensor’s Notice. Time is Delivery shall not be made to Distributor until receipt by Licensor of the essence complete Advance referred to in fulfilling all purchase ordersArticle 8 above. (b) 11.3. Upon receipt of the Essential Materials, Distributor shall promptly examine the same within 30 days to determine whether it is physically suitable for the exercise of the Granted Rights. If any of the Essential Materials is unsuitable the Distributor may give immediate notice thereof to Licensor specifying the particular defect and upon receipt of such notice Licensor shall furnish substitute material. Unless otherwise specified in the relevant purchase order or by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly Licensor receives a notification in writing of any cause whatsoever, including but not limited to any actual a notification within 21 Business Days following Delivery or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept following delivery of the products on or after the delivery daterequested substitute material then Licensor will be deemed to have complied with its obligations in this respect. 11.4. The items listed in Annex 1 shall be delivered as and when available, the Purchaser shall give reasonable notice prior to the agreed at Distributor’s sole cost and expense. Distributor will indicate its preference, of any transportation company and will assume all custom clearance formalities and costs upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by arrival of the Purchasermaterials in the Territory. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith11.5. The Seller shall not make partial deliveries under a purchase order unless authorised All costs and expenses incurred by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising Distributor in connection with the loading delivery materials shall form part of the Distribution Expenses. 11.6. Licensor shall supply Distributor with such advertising and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond publicity material relating to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, Film as the case Distributor may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice request to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified extent that Licensor has such material readily available. Distributor shall pay for such material and for all shipping or other expenses in the relevant purchase order currency specified by Licensor on or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early before delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery datematerials. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery 8.1. Adherence to the delivery dates specified within the ORDER is essential. Failure by the SELLER to complete delivery of the products in accordance with GOODS within the time or times specified or within a reasonable time if no time is specified herein shall relieve the PURCHASER if it so chooses and without prejudice to any of its other rights or remedies of any obligation to accept or pay for the GOODS. 8.2. The SELLER shall furnish such programmes of manufacture and delivery schedule is a material requirement as the PURCHASER may reasonably require and the SELLER shall give immediate notice to the PURCHASER if such programmes are or are likely to be delayed. 8.3. Delivery shall not occur prior to the satisfactory conclusion of each purchase order. Time is any Final Tests required under the terms of the essence in fulfilling all purchase ordersORDER and the grant of an unconditional Inspection Release Note by the PURCHASER. (b) Unless otherwise specified in 8.4. No part of the relevant purchase order or by the Purchaser, all deliveries GOODS shall be made at delivered or shipped without the ‘ship to’ address specified in prior authorisation of the relevant purchase order, PURCHASER and in accordance with the instructions specified therein, during normal business hoursPURCHASER’S instructions. Any such part ready for delivery before the PURCHASER has authorised delivery shall be stored by the SELLER at the SELLER’S risk and expense. (c) The Seller 8.5. Upon delivery the SELLER shall notify send to the Purchaser promptly in writing PURCHASER an advice note showing the PURCHASER’S ORDER number identity number the number of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment packages delivered and a description of any purchase ordertheir contents. 8.6. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified Unless otherwise varied in the relevant purchase order. The Seller shall cooperate with ORDER the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser PURCHASER shall be entitled to reschedule deliveries retain liquidated damages for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept late delivery of the products on whole of the GOODS or after part thereof at the ascertained rate of 2 per cent of the total ORDER price per week or part thereof that delivery date, is delayed up to a maximum of 10 per cent of the Purchaser total ORDER price. This provision for the PURCHASER to retain ascertained and liquidated damages shall give reasonable notice prior not prejudice the PURCHASER’S right to take further action for damages for failure by the SELLER to deliver the GOODS within or at the end of the period provided for above. 8.7. Delivery by the SELLER shall of itself constitute an acceptance of the terms and conditions of the ORDER where acceptance has not previously been communicated to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the PurchaserPURCHASER. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) 6.1 Delivery takes place on agreed ICC INCOTERMS in its most recent version at the moment of the products in accordance with agreement. If no INCOTERMS apply, delivery shall be understood to occur at the moment unloading has finished taking place at the location designated by Buyer. 6.2 Time of delivery schedule is a material requirement of each purchase order. Time the Goods and of performance of the Services is of the essence and shall start to run from the date of acceptance by the Seller of the Purchase Order or the date on which the Seller is placed in fulfilling all purchase orderspossession of such information and drawings as may be necessary to enable him to start work on the Goods or the Services, whichever may be the later. (b) Unless otherwise specified 6.3 Delivery of Goods in the relevant purchase order or by the Purchaser, all deliveries instalments shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance permitted only with the instructions specified thereinconsent of the Buyer and such permission, during normal business hoursif given, shall not entitle the Seller to claim payment prior to completion of the present Agreement unless the Buyer has agreed in writing. (c) The Seller shall notify 6.4 If the Purchaser promptly in writing of any cause whatsoever, including but Buyer is not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable able to accept delivery of the products on Goods or after installation of the delivery dateGoods when due, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be responsible for arranging suitable storage at the expense suitable premises of the SellerGoods, unless such partial deliveries are requested for by advising the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery Buyer beforehand of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading particulars of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (proposed storage and the Seller shall promptly collect any products also ensure that the Goods and the premises in which have been delivered they are stored are properly insured against all the usual risks and comprised in notify the Buyer of such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised insurance cover. 6.5 If delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by before the delivery date specified in the relevant purchase order or authorised in shipment releases issued by Purchase Order, the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and Buyer may return the same Goods to the Seller at the Seller’s expense 's risk and expense. 6.6 Each delivery must be accompanied by details of the exact quantity and description of the Goods and/or the Services performed. Shipping documents and a separate invoice stating the relevant Purchase Order number for each shipment must be sent by first class mail to accept early the Buyer's plant or office which issued the Purchase Order on the day on which the shipment is made, marked for the attention of the Accounts Office. When Goods are invoiced by the Seller but shipped by a third party, the invoice shall bear the name of the shipper and the point from which the delivery originated. If shipment is not delivered to the Buyer's premises, the original bill of products and place such products lading must be furnished with the invoice(s).The Buyer's count shall be accepted as final on all shipments. 6.7 Delivery is completed only if the agreed Goods or Services are delivered in storage their entirety in accordance with the present Agreement at the Seller’s expense until the scheduled delivery datelocation designated by Buyer. 6.8 The Seller shall provide Buyer a current material safety data sheet (j“MSDS”) The Purchaser reserves for each Good supplied to Buyer under the right to withhold payment present Agreement on products shipped an annual basis or sooner in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereofevent such document has been modified. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. 6.9 If the Seller does is in the position of being able to supply some but not give sufficient notice all of the change in lead time to the Purchaserits customers, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those Buyer shall be given priority over all other of the Seller’s other 's customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery of the products in accordance with the Observe specified shipping instructions. The time or times specified for delivery schedule is a material requirement of each purchase order. Time is shall be of the essence in fulfilling all purchase orders. (b) Unless otherwise of this order, and Buyer reserves the right to cancel the order, or any portion thereof, if materials are not shipped or services provided within the time or times specified in the relevant purchase order. Further, Buyer reserves the right to cancel the order in the event that operation of the plant or by the Purchaser, all deliveries facility for which it was placed shall be made at the ‘ship to’ address specified interrupted or shut down for any cause beyond Buyer’s reasonable control. If in the relevant purchase orderevent of late delivery Seller cannot prove that it is not responsible for the delay, and in accordance with the instructions specified therein▇▇▇▇▇ may charge a late fee against Seller for each business day (or part thereof) of delay amounting to 0.3%, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment exceeding a total of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance 5%, of the relevant net contract value. This late fee may still be claimed until the date of final payment and may be offset by ▇▇▇▇▇ against the purchase order price due to Seller. Buyer reserves the right to claim damages in accordance with excess of the delivery schedule specified late fee, in which case the relevant purchase orderamount of the late fee will be taken into account. The Seller shall cooperate with In the Purchaser to avoid disruption to event of unpaid-deliveries, the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser carrier shall be entitled to reschedule deliveries for all standard commodity parts instructed [by serving ▇▇▇▇▇] that Buyer is a written Reschedule Notice to the Seller and the SVS/RVS-restricted customer. Seller shall comply with such Reschedule Notice for all undelivered itemsapplicable export control, customs and foreign trade regulations (“Foreign Trade Without Buyer’s prior written consent, Seller may not carry out the import clearance in Buyer’s name. The Purchaser may request If Buyer allows Seller to carry out the rescheduling of deliveries for special import clearance in Buyer’s name, Seller undertakes to promptly deliver Buyer all documents and customised parts and the other import relevant information which Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising has obtained in connection with the loading and unloading of products) or otherwise received in a damaged stateimport clearance (e.g., the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the tax bill). If Seller to deliver sufficient products which correspond to the relevant purchase order to does not comply with the quantities requiredthis obligation, (or replace free of charge such products so damagedeven after a reasonable grace period, as the case Buyer may be), and/or cancel the purchase order terminate contract in whole or in part without prior notice. In order to guarantee the security in the supply chain according to the requirements of applicable internationally recognized initiatives based on the WCO SAFE Framework of Standards (and the e.g., AEO, C-TPAT), Seller shall promptly collect any products which have been delivered provide the necessary organizational instructions and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred includingtake measures, lost profits and special damages. Without prejudice particularly with regard to the generality of the foregoingfollowing security aspects: premises security, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Sellerpackaging and transport, this shall constitute a breach by the Seller business partner, personnel and the related information. Seller shall have no right protect the goods and services provided to make a later tender of conforming products unless the approval in writing signed Buyer or provided to third parties designated by an authorised representative of the Purchaser has been obtained▇▇▇▇▇ against unauthorized access and manipulation. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at only deploy reliable personnel for those goods and services and shall obligate any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary sub-suppliers to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirementstake equivalent security measures. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Unless expressly agreed upon in writing to the contrary, the terms of delivery are EXW Neuweiler. Delivery dates are approximate only. Seller will use commercially reasonable efforts to make the Products available for pick-up and delivery by Purchaser within a reasonable time after acceptance of the products in accordance with the delivery schedule is a material requirement of each purchase order. Time is of the essence in fulfilling all purchase ordersan order from Purchaser. (b) Unless otherwise specified Purchaser bears the risk of loss or destruction of the Products upon and after the first to occur of (i) pick-up or acceptance of the Products by Purchaser or its common carrier at Seller’s place of business, or (ii) the tenth (10th) day after written notification from Seller that the Products are ready for pick-up at Seller’s place of business. In case Purchaser requests a delay in delivery, Purchaser assumes all risk of loss, damage and/or destruction of the relevant purchase order or by Products from the Purchaser, all deliveries shall date the Products are ready to be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hoursdelivered. (c) The Purchaser agrees that it will pick up or cause a common carrier to pick up the Products at Seller’s place of business within ten (10) days after written notification from Seller shall notify that such Products are ready for pick-up. If Purchaser or its common carrier does not pick up or accept the Purchaser promptly in writing of any cause whatsoever, including but not limited Products within ten (10) days after written notification from Seller that the Products are ready for pick-up or if Seller is required to store the Products due to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay caused by Purchaser, Purchaser shall not excuse the reimburse Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase orderfor reasonable storage charges. (d) The Purchaser Seller reserves the right to make the Products available for pick-up and delivery in installments provided that such installment shall not be entitled less than one product unit, unless otherwise expressly stipulated to reschedule deliveries for all standard commodity parts by serving the contrary in a written Reschedule Notice document signed by Seller. Delay in delivery of any installment shall not relieve Purchaser of its obligation to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such reschedulingaccept remaining deliveries. (e) If for Purchaser should request any reason, the Purchaser is unable to accept delivery modification of the products on or order after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The acceptance, Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by extend the Seller in advance of the date scheduled for delivery and return the same time period as reasonably needed to the Seller at the Sellercomplete Purchaser’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery datechange order. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. Unless otherwise agreed in writing, all deliveries of Products shall be made Ex Works of PLI's factory in accordance with ICC's Incoterms (a) Delivery 2010). All risks of loss or damage to the products Products shall pass from PLI to the Buyer when the Products are delivered to the Buyer in accordance with the delivery schedule is a material requirement of each purchase orderagreed trade term as defined in ICC's Incoterms (2010). Time is of the essence PLI may make deliveries in fulfilling all purchase orders. (b) Unless otherwise specified in the relevant purchase order or by the Purchaserinstallments, all deliveries shall which will be made at the ‘ship to’ address specified in the relevant purchase order, and invoiced individually. The Buyer will make payment in accordance with the instructions clause 4 of these Standard Terms and Conditions. Times specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products Products are given and intended as estimates only unless otherwise agreed in writing. Where a firm time for delivery has been expressly agreed upon, no delivery shall be considered overdue until the Buyer has made a written request for delivery and given PLI a reasonable opportunity to comply therewith. If PLI fails to deliver the Products on or after before the extended or postponed delivery date, the Purchaser shall give reasonable notice prior time due to circumstances for which it is fully responsible and Buyer has stated in writing when agreeing to the agreed upon new delivery date and the Seller time that it will store the products, safeguard them and refuse to take all reasonable steps to prevent their deterioration until delivery on if the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Sellermet, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser Buyer shall have the right to reject cancel the Contract by serving written notice to PLI. The Buyer shall inspect or have inspected the Products delivered and shall notify PLI in writing of any products which are tendered by nonconformance regarding the Seller in advance quantity, specification or quality of the date scheduled for delivery and return the same Products to the Seller at the Seller’s expense and/or to accept early delivery order within fourteen (14) days of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration receipt of the new lead time for ordering of the productsProducts. If the Seller Buyer does not give sufficient notice report a nonconformance with the 14-day period the Buyer shall be deemed to have accepted the Products. During the 14-day period, at Buyer’s request, PLI will repair or replace nonconforming Products. The Buyer shall not return any Products without the prior written permission of PLI. Submitting a claim shall at no time release the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s Buyer from its obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supplyContract. PLI’S OBLIGATION TO REPAIR OR REPLACE NONCONFORMING PRODUCTS IS BUYER’S SOLE REMEDY FOR NONCONFORMANCE.

Delivery. Partial delivery is not permitted unless otherwise agreed. Supplier must deliver the products to Pressalit on the delivery date at the agreed place of delivery as stated in the order. The products must be delivered within Pressalit’s normal opening hours and be marked with Pressalit’s product number and order number. A packing list must be included product number, order number, quantity delivered, certificates (a) Delivery where agreed), clear specification of the products product as well as the name of the purchaser Unless otherwise agreed, the weight of each package may not exceed 11 kg. The quantity delivered may vary +/- 5% in accordance with the quantity ordered unless otherwise agreed. All documentation must be of a legible quality and prepared in Danish or English unless otherwise agreed. Supplier must immediately notify the Pressalit of any delay or expected delay. If the delivery schedule is a material requirement expected to take place after the agreed delivery date and has not taken place on the agreed deli- very date, Pressalit is entitled to cancel the entire order or parts of each purchase orderit without notice unless otherwise agreed. Time Urgent shipments occur at Supplier’s account it Supplier is responsible for the delay. The delivery is considered as defective if it does not correspond to the specifications stated by Pressalit (including agreed qua- lity assurance, process control, measuring reports, quantity, dispatching goods inspection at the Supplier) or does not other- wise correspond to ordinary good standards for products of the essence in fulfilling all purchase orders. (b) Unless otherwise specified in type concerned. Within a reasonable period following receipt of the relevant purchase order or by product, Pressalit shall conduct an inspection of the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and product carried out in accordance with the instructions specified thereinincoming goods inspection and the routines connected to this, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing which are applicable to Pressalit. Supplier must be notified as soon as possible of any cause whatsoeverflaws and defects the inspection raises. If the delivered products have defects, including but not limited Pressalit has the right, according to any actual Pressalit’s choice, to wholly or potential labour dispute which is delaying partially cancel the agreement, return the product to Supplier at Supplier’s own account and risk, demand re-delivery or threatening a subsequent delivery of new products. Possibly in combination with the aforementioned ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ right regarding defects, the Pressalit can furthermore demand that the Supplier remedies the defects and also contributes to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance sorting of the relevant purchase order in accordance with delivered products at the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply place of products to the Purchaser under the relevant purchase order. (d) The Purchaser delivery, just as Pressalit shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to remedy the Seller and defects at Supplier’s account possibly in combination with the Seller shall comply with such Reschedule Notice for all undelivered itemsaforementioned right regarding defects. The Purchaser may request Moreover, if the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reasonagreement is not cancelled, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves Pressalit has the right to return excess shipments at demand a proportionate discount on the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser sum as well as demand compensation for loss pursuant to the Seller, or if any products are damaged in transit (ordi- nary rules of Danish law including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damagessubsequent costs. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the PurchaserPressalit’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within does not imply the original lead timewaiving of sub- mitted claims to Supplier caused by flaws and defects. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery During the Term of this Agreement, the products in accordance with Company will manufacture or allow for the delivery schedule is a material requirement of each purchase order. Time is of the essence in fulfilling all purchase ordersProducts to be manufactured by an approved manufacturer. (b) Unless otherwise specified The Company will use commercially reasonable efforts to deliver ordered products within sixty (60) days of the date of receipt of a Purchase Order from Distributor, or such later date that is requested by Distributor, to a third party logistics provider (“3PL”) for pick up by Distributor. Distributor shall acquire the Products only from the Company through the 3PL and from no other source, except for a limited period of time following the Effective Date, all Products requiring a prescription in the relevant purchase order or by US will be shipped to the PurchaserDistributor from WBC Group, LLC. The Company will cease shipping prescription products from WBC Group, LLC as soon as prescription licenses have been secured for delivery to 3PL, and will provide at least one week notice to the Distributor. Following notice, all deliveries Products will be delivered to the 3PL. All units of Products delivered to Distributor under this Agreement shall be made at the ‘ship to’ address specified packed for shipment in the relevant purchase orderCompany’s standard containers, and in accordance with shall be shipped to the instructions specified therein, during normal business hours3PL facilities (“3PL Facilities”) for pick up by Distributor. (c) The Seller shall notify the Purchaser promptly Unless expressly agreed to in writing by the Company, the Company shall deliver all Products ordered by Distributor to the 3PL with labels and Product packaging approved for sale of the Products in the United States or the European Union. Distributor shall be responsible for ensuring at its sole cost and expense that any cause whatsoever, Product or Product packaging that is required to be re-labeled or repackaged (including but not limited any translation) to conform to applicable laws or regulations in the Territory shall be re-labeled or repackaged prior to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment sale of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified such Product in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase orderTerritory. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice Upon delivery of the Product to the Seller and Delivery Point (defined below), the Seller Distributor or its representative shall comply with such Reschedule Notice for all undelivered itemsvisually inspect the Product. The Purchaser may request Distributor will have fourteen (14) days after delivery to notify the rescheduling Company in writing of deliveries for special and customised parts and any deficiencies or objections to the Seller shall use Product with respect to the quality or quantity of the Product that can be reasonably observed by inspection of the outer packaging of the Product. In case of hidden/latent defect to the Product, the Distributor will have fourteen (14) days after the discovery date to notify the Company in writing. The Distributor must be able to prove the Product was stored per the requirements on its best efforts label from the time of delivery to accommodate and comply with such reschedulingreceive compensation or replacement in the case of hidden/latent defect. (e) If for any reasonthe Company does not agree with the Distributor that some quantities of Product are defective, the Purchaser is unable to accept delivery Parties will deliver a sample of the products on or after the delivery date, the Purchaser shall give reasonable notice prior Product to the agreed upon delivery date a quality control laboratory chosen by mutual agreement and the Seller will store determination concerning quality of the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery Product by such laboratory shall be binding on the new delivery date specified by the PurchaserParties. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries Company shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller required to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the substitute quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, Product in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure such quality control laboratory determines that the Purchaser has priority Product was defective. The Company will use commercially reasonable efforts to ensure the replacement Product will be ready for pickup by the Distributor as soon as possible and in no event later than sixty (60) days of supplysuch determination. If the Distributor does not notify the Company of any objections to the Product within the aforesaid period, it will be conclusively presumed that such quantities of Product were satisfactory.

Delivery. (a) Delivery 6.1 The Goods shall be delivered, carriage paid, place of delivery as is agreed by the Company in writing prior to delivery of the products Goods. The Seller shall off-load the Goods at its own risk as directed by the Company. 6.2 The date for delivery shall be specified in the Order or in accordance with the attached delivery schedule is a material requirement of each purchase order. Time is schedule. 6.3 The Seller shall invoice the Company upon, but separately from, despatch of the essence in fulfilling all purchase ordersGoods to the Company. (b) 6.4 The Seller shall ensure that each delivery is accompanied by a delivery note which shows, inter alia, the Order number, date of Order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 6.5 Time for delivery shall be of the essence. 6.6 Unless otherwise specified stipulated by the Company in the relevant purchase order or Order, deliveries shall only be accepted by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, Company during normal business hoursBusiness Hours. (c) 6.7 The Seller shall notify the Purchaser Company promptly in writing of any cause whatsoever, including but not limited to any actual delays or potential labour dispute which is delaying or threatening to delay threatened delays in the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order order. 6.8 The Company may from time to time change delivery schedules or direct temporary suspensions of scheduled shipments by means of written or telephonic notice to the Seller. 6.9 If the Goods are not delivered on the due date or not in accordance with the attached delivery schedule specified then, without prejudice to any other rights which it may have, the Company reserves the right to: 6.9.1 cancel the Contract in whole or in part; 6.9.2 refuse to accept any subsequent delivery of the relevant purchase order. The Goods which the Seller shall cooperate with attempts to make; 6.9.3 recover from the Purchaser to avoid disruption Seller any expenditure reasonably incurred by the Company in obtaining the Goods in substitution from another supplier; and 6.9.4 claim damages for any additional costs, loss or expenses incurred by the Company which are in any way attributable to the supply of products Seller's failure to deliver the Purchaser under Goods on the relevant purchase orderdue date. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to 6.10 Where the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable Company agrees in writing to accept delivery by instalments the Contract shall be construed as a single contract in respect of each instalment. Nevertheless failure by the Seller to deliver any one instalment shall entitle the Company at its option to treat the whole Contract as repudiated. 6.11 If the Goods are delivered to the Company in excess of the products on or after quantities ordered the delivery date, Company shall not be bound to pay for the Purchaser excess and any excess shall give reasonable notice prior to the agreed upon delivery date be and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is shall remain at the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries risk and shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments returnable at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery All Inventory and Additional Inventory purchased hereunder shall be held by the Company, on ZGNA's behalf, at such warehouses as the Company shall reasonably determine. In the event the Merger Agreement is terminated, the Company shall, at the Company's election, either repurchase all or a portion of the products Inventory and the Additional Inventory within 45 days of such termination or within 45 days of such termination deliver all Inventory and Additional Inventory sold hereunder to such warehouses or plants in accordance the United States as ZGNA shall request in writing. The cost of shipment (including insurance), duties and fees, if any, shall be borne by the Company. In no event shall the Company charge or assess ZGNA for any costs or expenses associated with the delivery schedule is a material requirement storage of each purchase order. Time is of the essence in fulfilling all purchase ordersany Inventory or Additional Inventory purchased hereunder. (b) Unless otherwise specified in The Company shall use commercially reasonable efforts to protect the relevant purchase order Inventory and Additional Inventory purchased hereunder. For purposes of this clause, "commercially reasonable efforts" shall mean the same efforts the Company uses to protect inventory owned or used by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hoursit. (c) The Seller Company shall notify segregate all Inventory and Additional Inventory purchased hereunder in order to avoid commingling with inventory owned by the Purchaser promptly Company. The Company will secure the Inventory (other than work-in-process inventory) and Additional Inventory purchased hereunder in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance a separate and locked room with the delivery schedule specified keys to such room delivered to ZGNA or, if such a separate room is not reasonably available, in the relevant purchase order. The Seller shall cooperate a chain linked fenced area or other similarly secure area with the Purchaser to avoid disruption signage to the supply of products to effect that such inventory is owned by ZGNA and is being held by the Purchaser under the relevant purchase orderCompany on ZGNA's behalf. (d) The Purchaser shall be entitled Company will not make any representation to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice any person to the Seller effect that it owns or has any right, title or interest in and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and Inventory or the Seller will store Additional Inventory (other than the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (frepurchase rights set forth in Section 5(c) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may behereof), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to limiting the generality of the foregoing, if a tender of conforming products is not made no Inventory or Additional Inventory shall be included in any "borrowing base" or similar certificate delivered to any lender to the Company. All Inventory and Additional Inventory purchased hereunder shall be delivered by the delivery date specified in the relevant purchase order Company free and clear of all security interests, encumbrances or authorised in shipment releases issued by the Purchaser to the Sellerliens ("Liens"), this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender including any Liens of conforming products unless the approval in writing signed by an authorised representative The First National Bank of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase orderBoston. (he) The Seller shall notCompany shall, at any timeits sole cost and expense, make any material commitment(s) or production arrangement(s) promptly convert all work-in-process inventory included within the Inventory to finished goods inventory. Promptly following such conversion, such finished goods inventory shall be secured as provided in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(bSection 4(c) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. Our products shall be delivered ex the delivery plants ▇▇▇▇▇▇▇-▇▇▇▇ (Niederaussem), Wachtberg (Frechen) and Berrenrath (Hürth) of RWE Power AG (“the Delivery Plants”). Deliveries shall be by rail, dump or silo truck to the following places of delivery and perfor- ▇▇▇▇▇, unless another place is agreed in an individual contract. a) Delivery The place of delivery and performance for deliveries by rail shall be the relevant delivery railway station at Customer’s location. Risk shall pass to Customer with the forwarder or carrier indicating his readiness to unload. Unloading shall be orga- nized by ▇▇▇▇▇▇▇▇ himself and at his own expense; Cus- tomer shall be responsible for maintenance of the silo sys- tem and the unloading hose, in particular. b) Place of delivery and performance for deliveries by dump truck shall be the bunker or warehouse at Customer’s loca- tion. Risk shall pass to Customer with the forwarder or carrier indicating his readiness to unload the truck. c) Place of delivery and performance for deliveries by silo truck shall be the truck unloading point at Customer’s location. Customer shall provide a paved and level unloading area in the immediate vicinity of the silo for unloading the silo truck, in particular. The unloading area must be designed such that the merchandise may be delivered both by dump-silo truck and by ▇▇▇▇▇▇ silo truck. For unloading, the silo system and the unloading hose must be operational and in proper condi- tion. Any costs incurred even before passage of risk because the unloading area is not suitable or may only be used with restrictions shall be borne by Customer. Before unloading, Customer shall inform the driver about the unloading pres- sure required for unloading the product from the silo truck into Customer’s silo. Risk shall pass when our products pass the hose-connection point of the silo truck’s unloading hose. Customer shall take account of the obligations of the party re- ceiving a dangerous goods shipment pursuant to Section 20 of the German Regulation on the Carriage of Dangerous Goods by Road, Rail and Inland Waterways (GGVSEB) and the obligations of the unloading party pursuant to Section 23 a GGVSEB. If the driver carries out the unloading process, the obligation to instruct the driver in unloading in accordance with ADR 1.3 "Training of persons involved in the carriage of dangerous goods" shall be met by Customer. For all types of delivery, Customer shall establish any necessary prerequisites for proper unloading. The delivery weight or the delivery schedule is a material requirement of each purchase order. Time is quantity may be inferred from the delivery notes or the weighing slips of the essence in fulfilling all purchase orders. (b) Unless otherwise specified in the relevant purchase order or by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase orderrespective Delivery Plants. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser Customer shall be entitled to reschedule deliveries demand information on weighing in the Delivery Plants, in particular copies of test certif- icates on the calibration of the scales from an independent third party. To ensure the quantities required by Customer or for all standard commodity parts planning reasons of RBB and for the sake of smooth and continuous de- liveries, we reserve the right to use various forwarders and/or carriers to handle transportation for those shipments organized by serving us. If Customer refuses to accept the delivery of a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reasonshipment orga- nized by us, the Purchaser is unable additional costs for redirecting or returning the delivery shall be borne by Customer, unless the refusal to accept delivery of the products on or after the delivery date, is justified on the Purchaser shall give reasonable notice grounds that RBB or its vicarious agents committed a breach of contract prior to the agreed upon refusal. A ▇▇- ▇▇▇ in delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right discharge Customer from his obligation to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the productsdelivery. If the Seller does not give sufficient notice waiting time of a driver deployed by a forwarder or carrier commissioned by RBB exceeds the unloading time within the meaning of Section 412 (3) of the change in lead time German Commercial Code (HGB), he shall be entitled to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, appropriate compensation in the event that form of demurrage. Demurrage shall be invoiced to Customer starting with a waiting time of more than 90 minutes at the Seller is unable, rate customary in the market. Customer shall confirm the waiting time and the reason for any reason, to fulfill in a timely manner delay on the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components consignment or any other reason, the Seller shall ensure that the Purchaser has priority of supplyhandover re- ceipt.

Delivery. The communicated delivery times are purely indicative. GC is not responsible for indirect damage resulting from late delivery or lack of delivery. If the delay in delivery lasts more than thirty (a30) Delivery days, the Buyer has the right to cancel the purchase by registered letter without judicial intervention. Any advance payment made by it will be refunded. The Buyer explicitly renounces any other possible means of redress, in particular the awarding of any form of damage compensation. Compliance with GC`s delivery obligation presumes the timely and proper satisfaction of the products Buyer`s obligations. GC retains the right to make partial deliveries. The partial delivery of an order may never serve as justification for the refusal to pay for the goods delivered. The goods sold shall be delivered in accordance with the delivery schedule Incoterms 2020 CIP, unless expressly agreed otherwise. The Buyer is obliged to receive the goods delivered by a material requirement carrier on behalf of each purchase orderGC at the agreed date, and to foresee the required space so that the goods can be delivered. Time is The carrier shall deliver the goods to the ground floor of the essence registered office of the Buyer, unless agreed otherwise. Upon delivery, the Buyer shall sign the delivery note in fulfilling all purchase orders. (b) Unless otherwise specified acknowledgement of receipt. However, the risk shall transfer from GC to the Buyer at the point where the goods are taken in the relevant purchase order or charge by the Purchaser, all deliveries carrier. Title to the goods shall be made at only pass to the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. Buyer when full payment (cincluding accessories) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with invoice for the delivery schedule specified in the relevant purchase orderaforementioned goods has been made. The Seller shall cooperate with the Purchaser Buyer has to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser notify GC immediately in writing in advancecase of attachments or other interventions of third parties so that GC is able to file an action according to § 771 ZPO (German Code of Civil Procedure). In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to For the duration of the new lead time for ordering retention of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchasertitle, the Seller is still bound goods are to accept purchase orders for be insured by the products where such purchase orders are made within Buyer against fire, water, theft and burglary theft; the original lead time. (l) Notwithstanding rights from these insurances will be assigned to GC which accepts these assignments. In case the Seller’s obligations under this Agreement, in Buyer resells the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reasongoods, the Seller Buyer will grant an extended retention of title to GC. The Buyer shall ensure that however be entitled to collect this claim towards the Purchaser has priority of supplySub-Buyer while GC retains the right to collect the claim itself.

Delivery. (a) Delivery 4.1 Unless otherwise expressly agreed in writing, we shall deliver ex works of the products affiliate of ROWAK AG using these Terms and Conditions. 4.2 Delivery periods shall only be binding if expressly agreed in accordance writing. Delivery periods shall run from the date given in the order confirmation, with the delivery schedule is exception however, that such a material requirement period does not start to run before all details relating to an order, including the furnishing of each purchase orderany required official certificates, have been settled. Time is Delivery periods shall be deemed to have been adhered to as soon as if the customer has been advised on time that the goods are ready for dispatch even if the goods cannot be dispatched in time through no fault of the essence in fulfilling all purchase ordersour own. (b) Unless otherwise specified 4.3 Concerning delivery periods and dates not expressly defined as fixed in the relevant purchase order or confirmation, the Customer shall grant a reasonable grace period for delivery two weeks after the original delivery period has expired. Only on expiry of this additional grace period will we be in default. 4.4 Without prejudicing our rights which may arise from the Customer´s default, delivery periods and dates shall be deemed to be extended by the Purchaser, all deliveries length of time during which the Customer fails to comply with his obligations to us. In case we do not comply with our own obligations we shall only be made at the ‘ship to’ address specified in the relevant purchase order, liable for damages according to section 8 of these Terms and in accordance with the instructions specified therein, during normal business hoursConditions. (c) 4.5 We are entitled to part deliveries and part performance as long as they do not unreasonably affect the Customer. 4.6 The Seller shall notify Customer may rescind the Purchaser promptly contract after two unsuccessful grace periods unless the obstacle is merely temporary in writing nature and a delay would not unreasonably affect the Customer. 4.7 In case of any cause whatsoeverdefault in delivery due to Force Majeure or due to an event beyond reasonable control rendering delivery on schedule substantially more difficult of impossible, including such as, but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reasondisruption, the Purchaser is unable to accept delivery of the products on or after the delivery datestrikes, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the productslockout, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified orders by the Purchaser. (f) It is authorities, natural disaster, scarcity of raw materials on a global scale, we will be exonerated from the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order duty to comply with an agreed delivery period. In such case we will inform the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase orderCustomer without undue delay. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery Except where the Company notifies the Distributor otherwise, delivery of the products Products shall be made DDP to the Distributor’s notified delivery address (as that term is defined in Incoterms 2000) (“Delivery”). All Products shall be delivered by the date agreed between the parties which shall be stated on the order confirmation form. If no such date is stated on the order confirmation form, the relevant Products shall be delivered within [fourteen (14) days] of the date of the Order. Without prejudice to any other rights and remedies the Distributor may have, the Distributor shall notify the Company of any failure to deliver the Products in accordance with any Order or of any short delivery or of any damage in the delivered Products promptly on such failure or short delivery schedule coming to its attention. Title and risk in the Products shall pass to the Distributor on Delivery unless payment is made prior to delivery in which case title shall pass on payment. [3.1 and 3.2] Specifics of these sections are business considerations, not really legal concerns. Here are some standard terms for a material requirement of each purchase orderbasic supply/delivery arrangement. Time is This will be negotiated by the parties and may differ substantially based on the particulars of the essence in fulfilling all purchase orders. (b) Unless otherwise specified in deal. PAYMENT AND PAYMENT AMOUNT Payment from the relevant purchase order or by the Purchaser, all deliveries Customer shall be made under the terms in the agreement between the Customer and the Seller. The Company shall invoice the Distributor for Products ordered on or at any time after the Products concerned are delivered. The Company’s invoices are due net thirty (30) days from the date of the Company’s invoice. The prices payable for the Products shall be as set out in Appendix A. The prices as so set out are inclusive of all delivery charges which shall be included on the invoice concerned. All Orders accepted before the date of a price increase shall be at the ‘ship to’ address specified price at the date on which the Order was accepted. If the Distributor fails to pay the charges within thirty (30) days of the due date for payment under this agreement (other than in the relevant purchase ordercase of a bona fide dispute), the Company shall be entitled to charge the Distributor interest on the unpaid charges for the period from and including the due date of payment up to the date of actual payment. The interest shall be paid at the rate of [two per cent (2%)] above the base rate from time to time of the Bank of England. If the Distributor disputes the whole or any portion of the amount claimed in accordance with an invoice submitted by the instructions specified thereinCompany, during normal business hours. (c) The Seller shall the Distributor may notify the Purchaser promptly Company in writing within a reasonable period of receipt of the invoice together with reasons for disputing the invoice. For the avoidance of doubt, failure to pay the charges in the case of a bona fide dispute is not a breach of this agreement. All prices and any other charges quoted by the Company under this agreement are [exclusive/inclusive] of any cause whatsoeverapplicable VAT and any customs duties imposed or levied in the Territory. The exchange rate applicable to all payments under this Agreement shall be the exchange rate published in the London Financial Times in effect on the date the Seller receives payment for the Product from a Customer. Payment to the Company shall be submitted to: [________] [4] Specifics of this are business considerations, not really legal concerns. Here are some standard terms for a basic supply/delivery arrangement. This will be negotiated by the parties and may differ substantially based on the particulars of the deal. [4.3] Pricing details are usually separate from main text of the agreement. EXPORT/IMPORT REQUIREMENTS If Product will be exported from the United States, the Party responsible for distribution of the Product shall obtain, at its own risk and expense, any export license or other official authorization and carry out, where applicable, ail customs formalities for the export of Product from the US under this Agreement and the import of such Product. The Party not responsible for exporting the Product shall use all reasonable efforts to assist the exporting Party in obtaining such import license or other authorizations necessary for the export of Product. If the Product will be exported from a country other than the United States, the Distributor shall be required to obtain, at its own risk and expense, any export license or other official authorization and carry out, where applicable, all customs formalities for the export of Product and the import of such Product. The Company shall use all reasonable efforts to assist the Distributor in obtaining such import license or other authorizations necessary for the export of Product. The Party responsible for obtaining the export license or other official authorization as set forth in this Section Article 5 shall also be responsible tor insuring compliance with export requirements, including but not limited to these requirements of the Bureau of Export Administration and the Bureau of Industry and Security of the U.S. Department of Commerce. [5] Not always a separate section, and the details will differ based on the particulars of the deal. LICENSE & NON-COMPETE License. For the duration of this Agreement, the Company grants to the Distributor a non-exclusive royalty-free license, to use the Company’s intellectual property rights (including any actual and all trademarks, logos and other markings used by the Company) that are reasonably necessary to promote the sale of the Product to Customers within the Territory. Intellectual property rights licensed from the Company to the Distributor used or potential labour dispute which is delaying or threatening to delay embodied in the timely fulfillment Product remain as the sole property of any purchase orderthe Company. Such delay or threat of delay The Distributor shall not excuse apply for registration of or register any intellectual property rights that claim the Seller from proceeding with performance Product or improvements thereof without the prior written consent of the relevant purchase order in accordance Company, nor shall the Distributor oppose any action taken by the Company with respect to registering such rights for the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery benefit of the products on or after Company.. The Distributor agrees that it will (i) use the delivery date, trademarks of the Purchaser shall give reasonable notice prior Company only in a manner from time to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified time approved by the Purchaser. Company accompanied by an acknowledgment that the same are the trademarks of the Company, (fii) It is not use the Seller’s responsibility trademarks of the Company in relation to furnish the quantity specified in the relevant purchase order any other products or in any purchase order release issued way which might prejudice their distinctiveness or validity or the goodwill of the Company therein; (iii) not use any other trademarks so resembling the trademarks of the Company as to be likely to cause confusion or deception; and (iv) not use the trademarks of the Company in connection therewithcombination with any other trademark or other names or logos other than trademarks of the Company, except with the prior written consent of the Company. The Seller Distributor agrees that the use of the trademarks of the Company and all goodwill associated therewith, shall not make partial deliveries inure to the benefit of the Company. The grant of the licenses from the Company to the Distributor under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries this Agreement shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase orderwhatsoever. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. Seller shall deliver Integrated Products to Imperva (a) Delivery or the designated Customers), and title and risk of loss to Integrated Products purchased under this Agreement shall pass to Imperva upon shipping of the products Integrated Products to their final destination and updating Imperva of such delivery by a shipping log, as set forth in accordance with the delivery schedule is a material requirement of each purchase order. Time is Exhibit A of the essence Agreement (including part number, revision, Serial Number, Challenge key, Tracking number, end user and Order number). Imperva shall pay for all costs of shipping and shipping insurance. Unless Imperva specifies, in fulfilling all purchase orders. (b) Unless otherwise specified writing, the method of shipment and carrier to be used, Seller shall ship Integrated Products in the relevant purchase order manner it reasonably deems appropriate given the nature of the Integrated Products. Notwithstanding the foregoing, Seller will, at Seller’s expense, pack, palletize and label all Integrated Product shipments (in a manner acceptable to the carriers and that ensures the Integrated Products safe delivery). In the event Seller becomes aware of any circumstances that may delay the shipping from ▇▇▇▇▇▇▇ to the Fulfillment Center or by delivery from the PurchaserFulfillment Center to Imperva (or its designated Customer) of any Integrated Products, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall will immediately notify the Purchaser promptly Imperva in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to such possible delay (such notice will detail the timely fulfillment of any purchase order. Such reasons for the delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving and a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the revised estimated delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in ). If any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be arrival of Integrated Products at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right applicable Fulfillment Center or any shipping to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, Imperva (or replace free of charge such products so damagedthe designated Customers) is delayed for more than [***] ([***]) days, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser Imperva shall have the right to reject deem a material breach and terminate this Agreement according to section 7 and/or cancel any part of the delayed purchase order. In addition, with respect to a delay in the arrival of Integrated Products at the Fulfillment Center (“Delay Type A”), and with respect to a delay in shipping of ordered Integrated Product to Imperva or to Imperva’s designated Customer (“Delay Type B”), Seller shall (within thirty (30) days from the applicable delay event) pay to Imperva the following percentage of the price charged to Imperva for the affected Integrated products which are tendered as delay compensation charges (“Delay Compensation Charges”) provided that, for each delay event, the Delayed Compensation Charges shall not exceed [***] percent ([***]%) of the price charged by Seller to Imperva for the affected Integrated Products. Delay Compensation Charges shall not apply on late delivery of third party add-on cards, provided that such add-on cards were ordered on time by Seller and were not delivered on time by the Seller in advance of the date scheduled for delivery and return the same third party vendor to the Seller Fulfillment Center. Delay Type Day 1-7 Day 8-14 Day 15-21 Day 22-28 Later A (arrival at the Seller’s expense and/or to accept early delivery of products and place such products in storage at Fulfillment Center) [***] [***] [***] [***] [***] B (shipping from the Seller’s expense until the scheduled delivery date. (jFulfillment Center) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.[***] [***] [***] [***] [***]

Delivery. (a) Delivery of the products in accordance with the TIME IS OF THE ESSENCE IN THE DELIVERY OF ALL PRODUCTS AND SERVICES. Buyer may cancel any Order without penalty if delivery schedule is a material requirement of each purchase order. Time is of the essence in fulfilling all purchase orders. (b) Unless otherwise specified in the relevant purchase order or by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date and time specified in the relevant purchase order Order and such delay is not due to any action of Buyer or authorised otherwise excused in shipment releases issued by accordance with this Agreement. No change in the Purchaser scheduled delivery date or performance will be permitted, unless Buyer has otherwise agreed in writing. 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, this but in no event shall constitute the Products be shipped before the earliest shipping date specified on the face of the 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 a breach packing slip shall accompany each parcel. Title to the Products shall pass to the Buyer on the earlier of payment and delivery to the Buyer or its agents. Transfer of such title shall not in any way prejudice Buyer’s rights of rejection. If any or all of the Products are not delivered on the date(s) specified in the Order, the Buyer shall be entitled to accept or reject any such Products and return rejected Products at Seller’s risk and expense without prejudice to any other of its rights. Buyer shall also be entitled to recover from the Seller any monies paid by the Seller and Buyer in respect of such returned Products together with any additional expenditure reasonably incurred by the Seller 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 no right thirty (30) days to make a later tender of conforming products unless review the approval in writing signed by an authorised representative contents of the Purchaser has been obtained. The Purchaser shipment and 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 obliged to accept any tender of products which does not fully comply with ascertainable until the Products are used. This Agreement contains specific brand identifiers for most items. Carnival expects that all the provisions items delivered will be of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedulecorrect brand and item specification. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in In the event that Seller cannot deliver the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reasoncontracted brand, the Buyer must be notified immediately. In the event that a brand is delivered that is not the contracted brand and there is no prior written approval from the Buyer, Seller agrees that Buyer shall ensure that the Purchaser has priority treat such Products, as test samples which are free of supplycharge to Buyer.

Delivery. (a) Delivery of the products in accordance with the delivery schedule is a material requirement of each purchase order. Time is of the essence in fulfilling for Supplier’s delivery, performance and all purchase orders. (b) Unless otherwise specified in other obligations arising herein. Buyer has no obligation to accept any delivery that does not meet the relevant purchase order or by the Purchaser, all deliveries scheduled Delivery Date. Supplier shall be made at the ‘ship to’ address specified liable for all costs incurred by Buyer as a result of early or late deliveries, including expedited shipment or procurement of replacement Deliverables if Buyer so elects in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing its sole discretion. Supplier will provide immediate written notice to Buyer of any cause whatsoever, including but anticipated delay and the anticipated actual time for late delivery (hereinafter referred to as “Grace Period”- Grace period cannot limited be longer than eight (8) calendar days). The Parties further acknowledge and agree that the following liquidated damages are believed to any actual or potential labour dispute which is delaying or threatening to delay represent a genuine estimate of the timely fulfillment loss that would be suffered by Buyer by reason of any purchase orderlate deliveries (which losses would be difficult or impossible to calculate with certainty) and are neither intended as a penalty nor operate as a penalty. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser Buyer shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. assess two (e2) If for any reason, the Purchaser is unable to accept delivery percent of the products purchase price of the late delivered Deliverable for each full calendar day of late delivery starting on or the day after the delivery dateDelivery Date or Grace Period as liquidated damages. Notwithstanding the foregoing, unless Section 22. Force Majeure applies, if Supplier fails to properly deliver the Purchaser shall give reasonable notice prior to Deliverables, Buyer, in its sole discretion, may do one or more of the agreed upon delivery date and following: (i) cancel the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified PO in the relevant purchase order whole or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to part; (ii) return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising previously delivered Deliverables which were ordered in connection with the loading canceled PO and unloading of productswhich are no longer needed; (iii) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition cancel any current PO(s) pursuant to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond Buyer had ordered which was related to the relevant purchase order to comply with the quantities required, canceled PO and which is no longer needed as a result of such cancellation; (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereofiv) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval declare Supplier to be in default; (v) purchase replacement Deliverables from another source at Supplier’s sole cost and expense; or (vi) insist on compliance with the terms and conditions of this PO by Supplier. Unless otherwise agreed upon in writing signed by an authorised representative between the parties, delivery of the PurchaserDeliverables will be made pursuant to "FCA Supplier’s facility (Incoterms 2020); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages". Without prejudice Title to the generality Deliverables shall be transferred to Buyer upon delivery of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser Deliverables to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase orderBuyer. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery of the products 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 schedule is a material requirement of each purchase order. Time is of the essence goods in fulfilling all purchase orders. (b) Unless otherwise specified this order so as to reach their destination in a good and undamaged condition. This should include: Any instructions included in the relevant purchase order 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 (or an earlier date agreed with the Buyer), to one of our premises as instructed by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, Buyer and in accordance with the instructions specified therein, during normal business hours. (c) . The Seller goods shall notify be deemed delivered to the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order 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 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 the health and safety of any person or property. Such notification should be provided to the 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 have 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 schedule specified in of goods and/or services occurs on the relevant purchase orderBuyer’s premises this sub-section will apply. The Seller shall cooperate with Supplier will ensure that best industry standards are adopted for the Purchaser to avoid disruption to the supply health and safety both of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts its personnel and of any other individuals affected by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered itemsits actions. The Purchaser Buyer may request the rescheduling of deliveries for special and customised parts and the Seller shall use refuse or terminate access to any individual whom we reasonably consider undesirable to have on its best efforts to accommodate and comply with such rescheduling. (e) If for any reasonpremises. Supplier Personnel must, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery while on the new delivery date specified by the Purchaser. (f) It is the SellerBuyer’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any eventpremises, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all reasonable requirements as to security, health and safety routines, times and areas of access, and otherwise. The Supplier will be responsible to the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered Buyer on a full indemnity basis for all damage and/or injury caused by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the SellerSupplier’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery datestaff. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery 9.1 The Seller’s obligation to make delivery hereunder is subject to the availability of the products particular Product shown in the Seller’s Sales Confirmation. 9.2 If the Seller at any time and for any reason believes that there may be a shortage of Product at the place of Delivery, it may allocate its available Products among its buyers in such manner as it may decide and in its absolute discretion. The Seller shall not be required to deliver the Product for export of which a government or port or other permit is required and has not been obtained by the Buyer. 9.3 The Buyer shall be responsible for obtaining all necessary permits, licenses and approvals required to enable the Seller and Buyer to execute the entirety of their respective obligations under this Agreement. 9.4 Delivery shall be made in one or more consignments at the place of Delivery by such means as the Seller deems appropriate. 9.5 The place of Delivery shall be at a place permitted by the port regulations or authorities concerned. If it is in the opinion of the Seller that the delivery will likely cause a labour dispute with its employees, the Buyer shall be required to provide its own bunker tanker at its own cost and expense notwithstanding what had been agreed in the Seller’s Sales Confirmation. 9.6 Subject to the availability of the Product, the availability of facilities at the place of Delivery and the Buyer providing the required notice in accordance with Clause 8 hereof, the Seller will use its reasonable endeavour to ensure that the Product will be delivered promptly upon the Vessel’s arrival and the Seller shall not in any way be responsible for any loss, expense, damage, demurrage, detention or increased costs incurred in consequence of the Vessel not being supplied promptly or otherwise being delayed or restrained for any reason whatsoever. 9.7 For delivery by bunker tankers, the Buyer shall at its own expense provide a clear and safe berth or safe anchorage for the bunker tanker to proceed and remain safely alongside the receiving Vessel and shall provide all necessary facilities and assistance required to effect delivery. The Buyer agrees to pay and indemnify the Seller against all claims and expenses in respect of any loss, damage or delay caused by the receiving Vessel to the delivering bunker tanker. 9.8 The Buyer and the receiving Vessel shall assist in the safe mooring of the bunker tanker and make all connection/disconnection between the delivery schedule is a material requirement of each purchase order. Time is hoses or the pipelines and the intake pipe of the essence receiving Vessel. The Buyer shall render all necessary assistance and provide sufficient tank space and equipment to promptly receive each and every consignment of the Product. It is the Buyer’s and the receiving Vessel’s responsibility to ensure that the Product is being received at a safe rate and pressure and that all receiving equipment utilized are fully functional, oil tight, and in fulfilling all purchase ordersgood working order and condition and in every way fit to receive the Product safely. The Buyer warrants that the Vessel shall provide safe access to and onboard her for the Seller’s representative and the crew of the bunker tanker to carry out their work safely on board the Vessel and shall indemnify the Seller for any failure on the part of the Vessel to so provide. 9.9 The receiving Vessel will be bunkered in turn as promptly as circumstances permit and the Seller shall not in any way be liable for demurrage or for any loss due to congestion at load port or to prior commitments of available bunker tanker, or when in Seller’s opinion clear and safe berth is unavailable. 9.10 In the event that the receiving ▇▇▇▇▇▇’s arrival at the place of Delivery is later than the date of Delivery as stated in the Seller’s Sales Confirmation, or the receiving Vessel refuses to receive the Product expeditiously for whatsoever reason, the Buyer and the receiving Vessel shall be jointly and severally liable to the Seller for all losses, additional expenses, charges arising therefrom including without limitation, demurrage at the Seller’s established rates and any increase in the price of the Product. 9.11 In the event that the receiving Vessel arrives earlier or later than the date of Delivery as stated in the Seller’s Sales Confirmation or she is unable or refuses to receive the Product (b) Unless otherwise see Clause 9.17), the Product will be delivered by the Seller on a reasonable endeavour basis and the Seller is under no obligation whatsoever to effect prompt delivery and any guarantee or warranty given expressly or impliedly as to prompt delivery is hereby expressly excluded. 9.12 In the event that the receiving Vessel’s representative or crew has accepted the quantity of the Product delivered as evinced by the receiving Vessel’s representative’s or crew’s signature on the bunker delivery note and there is no further written request from the receiving Vessel to the Seller’s bunker tanker prior to the disconnection of the bunker hose, the quantity as shown on the bunker delivery receipt or bunker delivery note shall be deemed final and complete and there shall be no further obligation on the Seller to deliver up to the nominated quantity as specified in the relevant purchase order or by Seller’s Sales Confirmation and the PurchaserBuyer shall not have any claims against the Seller for any short delivery. However, all deliveries the Seller shall have the right to claim against the Buyer for any losses incurred including but not limited to loss of profit on the difference in quantity delivered and the nominated quantity. 9.13 Quantity of the Product delivered shall be made at determined as follows: 9.13.1 Where the ‘ship to’ address specified in the relevant purchase order, and Coriolis mass flow meter is used in accordance with SS 648:2019, the instructions specified therein, during normal business hoursquantity of the Product delivered shall be determined solely based on the bunker tanker’s mass flow meter system and calculations as per the bunker metering ticket. (c) 9.13.2 Where tank gauging is used in accordance with SS 600:2022, the quantity of the Product delivered shall be determined solely based on the delivery bunker tanker’s measurements and calculations taken from tank gauge as per the bunker tanker measurement report. 9.13.3 For avoidance of doubt, quantities calculated from the receiving Vessel’s soundings shall not be used for determining the quantity of the Product delivered. The quantity of the Product delivered as determined in accordance with Clause 9.13 shall be final, conclusive and binding on the Buyer. 9.13.4 In any case, should the Buyer’s representative fail or decline to verify the quantities of the Product delivered, the measurements and calculations made by the Seller shall be final, conclusive and binding on the Buyer. 9.14 With regards to the Buyer’s request for information on the Place of Delivery or other Place of Delivery, the Seller shall use its reasonable endeavour to obtain or provide the information requested. Whilst every care will be taken by the Seller to check that such information is accurate and up to date, it is the Buyer’s responsibility to countercheck the accuracy of any information provided and such information are furnished to the Buyers on a strict understanding that it is not a contractual representation and that no responsibility of whatsoever nature will attach to the Seller for its accuracy or completeness. 9.15 The Seller shall not be liable for any delay caused to the Vessel due to congestion in ports, at terminal installations, floating storage terminals, bunkering pier or prior commitments of its bunker tanker. 9.16 The Buyer warrants that the Vessel does not have or will not use any VNET calculation on board her, failing which the Seller has the right to decline delivery. 9.17 In the event that the Vessel refuses to allow delivery to commence after the bunker tanker has been alongside her for two hours due to no fault of the bunker tanker or Seller, the Seller may notify the Purchaser promptly Buyer that the bunker tanker will cast off if delivery is not commenced in writing of the next one hour and thereafter, any cause whatsoeverdelivery will be on a reasonable endeavour basis. If the bunker tanker is prevented from leaving, not allowed to cast off from or is held back by the Vessel, the Seller shall be compensated by the Buyer for any loss and damage caused thereby including but not limited to any actual demurrage incurred for or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval subsequent vessels to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made supplied by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase orderbunker tanker. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery of the products in accordance with the delivery schedule is a material requirement of each purchase order. Time is will not be of the essence in fulfilling all purchase ordersunder this Contract. (b) Unless stated otherwise specified in Nepean’s quotation, all Goods are supplied ex-works at the place of manufacture and delivery to a carrier's vehicle, including loading, shall constitute delivery by Nepean to the Purchaser. No allowance has been made in the relevant purchase order Price for transport, insurance or by unloading costs. Where the Purchaser requests delivery other than ex- works Nepean, at its sole discretion, may agree to act as agent for the Purchaser to effect such delivery and all costs of carriage and insurance in relation thereto will be to the Purchaser, all deliveries 's account. In any event the Purchaser shall be made at ensure provision of reasonable access to the ‘ship to’ address specified in the relevant purchase order, point of delivery and in accordance with the instructions specified therein, during normal business hoursfor off-loading and/or handling without delay. (c) The Seller shall notify Nepean reserves the right, in its sole discretion to make partial deliveries of any Goods and to invoice such partial deliveries separately to the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply clause 6 of products to the Purchaser under the relevant purchase orderthese Terms and Conditions. (d) The Unless otherwise expressly agreed in writing by ▇▇▇▇▇▇, all delivery dates provided by Nepean are approximate only and although every reasonable effort will be made by Nepean to deliver Goods by the estimated delivery date, any failure by Nepean to deliver the Goods by any particular date will not entitle the Purchaser shall be entitled to reschedule deliveries cancel the Contract or void any of these terms of this Contract or entitle the Purchaser to claim any compensation whatsoever (including liquidated or unliquidated damages) from Nepean for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such reschedulinglate delivery. (e) If for any reason, the Purchaser is unable Where ▇▇▇▇▇▇ agrees in writing to accept delivery of the products on or after the guarantee a delivery date, Nepean will not be liable for failure to fulfil or for delays in delivering the Purchaser shall give reasonable notice prior to the agreed upon Goods where delivery date and the Seller will store the productsis prevented, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified delayed or hindered by a force majeure event, any act or omission or direction of the Purchaser, the Purchaser’s employees, agents or contractors or where Nepean is delayed by any other cause beyond Nepean’s reasonable control. (f) It is All delivery dates are dependent upon the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense timely receipt of the SellerPurchaser’s written order, unless such partial deliveries are requested all necessary particulars or details required for by the Purchaser production and payment of any progress claims strictly in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expenseaccordance with this Contract. (g) If after a period of 14 days from the Seller’s date Nepean notifies the Purchaser that Goods are ready for delivery and delivery of the products such Goods is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if delayed for any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remediesreason beyond Nepean’s reasonable control Nepean shall be entitled, at its sole and absolute discretion, to:to arrange for suitable storage of such Goods at its premises or elsewhere and Nepean shall take reasonable measures to protect the Purchaser's interest in such Goods. To the extent permitted by law, the Purchaser shall pay all reasonable costs of such storage together with all reasonable costs of insurance, demurrage, handling and other contingent charges as a result of the storage and delivery of the Goods. (ih) require the Seller In addition to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities requiredsub clause (g) above, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order if Goods are in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled ready for delivery and return the same to the Seller at the Seller’s expense and/or to accept early if delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date Goods is delayed by reason of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration instructions given, or lack of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to instructions by the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reasondelay outside of Nepean’s reasonable control, the Seller then Nepean shall ensure that the Purchaser has priority of supplybe entitled to invoice and payment for those Goods in accordance with clause 6(d).

Delivery. (a) Delivery Accuray agrees to ship CyberHeart Products and CyberKnife Components to CyberHeart or other designated destination on the agreed upon shipment dates committed to in the applicable Purchase Order. Accuray shall notify CyberHeart, in writing, of any potential delay in shipment date at the earliest possible time, including any delay due to failure of a customer end-user site to meet the requirements of the products Site Readiness Guide as described in Section C.4(a) above. Within seventy-two (72) hours of notification, Accuray shall (i) provide a plan for minimizing such delay, or (ii) where such delay is caused by failure to meet the Site Readiness Guide, a written description of such failure. Deliveries scheduled within one-hundred twenty (120) days cannot be rescheduled by CyberHeart. All CyberHeart Products and CyberKnife Components shipped to CyberHeart or its designated location shall be delivered in accordance with the delivery schedule applicable Specifications and Purchase Order, and as amended through ECO Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. procedures. Accuray will procure and add on charges for all shipping materials necessary to conform to the applicable Specifications and will not be responsible for any damage or loss due to adherence to the applicable Specifications. Delivery terms are FCA Destination (Incoterms 2000), freight prepaid and added to invoice. Title to the CyberHeart Products and CyberKnife Components and risk of loss pass to CyberHeart on the date of receipt. All freight, insurance, and other shipping expenses from the point of shipment shall be borne by CyberHeart. The carrier shall be selected by CyberHeart, provided that in the event no carrier is a material requirement of each purchase order. Time is of the essence in fulfilling all purchase orders. (b) Unless otherwise specified in the relevant purchase order applicable Purchase Order or by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice otherwise prior to shipment, Accuray shall select the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchasercarrier. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery The timely delivery of the products in accordance with product purchased hereby and/or the delivery schedule is timely completions of the services to be provided by Contractor/Seller hereunder are deemed to be a material requirement aspect of each purchase orderthis Agreement. Said completion shall be subject to the specific terms and conditions as set forth in this Agreement. DEFAULTS/DELAYS: Time is of the essence in fulfilling all purchase orders. (b) Unless otherwise securing delivery of this order. Seller will give prompt notice of any anticipated delay in delivery under this order. Upon Seller’s failure or refusal to deliver the goods within the time specified in the relevant purchase order or by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, or in any written authorization of the Buyer issued hereunder, or extensions thereof except when such failure is caused by an “excusable delay”, as hereafter defined, the Buyer may, at its option, and by a notice in accordance with writing, terminate without charge to the instructions specified therein, during normal business hours. (c) The Seller shall notify Buyer the Purchaser promptly in writing right of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding to proceed with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on goods still to be delivered, or after such parts thereof, as to which there has been a delay. In such event, Buyer shall have and possess all of the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified remedies provided by the Purchaser. (f) It is law for the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall breach of this contract and not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any eventway of limitation, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered complete or arrange for the completion of the order and the Seller shall be responsible for all costs incurred by the Seller Buyer in advance securing such completion. The acceptance of the date scheduled for late delivery of goods and return the same services under this order shall not be a waiver of Buyer’s rights to the Seller at the any damages occasioned it by such late delivery. The term “excusable delay” includes (except with respect to default of Seller’s expense and/or subcontractors) any preference priority allocation, rule or regulation hereafter issued by or other acts of any governmental authority or agency, fire, windstorm, floods, high water, and unusually severe weather or other acts of God, but in every case the failure to accept early delivery of products perform must be beyond the control and place such products in storage at with the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those fault or negligence of the Seller’s other customers, due and not be entitled to a shortage any damages or compensation therefore, but shall receive an extension of components or any other reasontime for delivery equal to the length of the excusable delay provided the Seller shall have given notice to the Buyer of the cause of the delay within 10 days of the beginning of such delay, and when extent of the delay is known, the Seller shall ensure that have notified the Purchaser has priority Buyer whether or not such delay will effect the delivery date(s) and the expected new delivery date. If the failure to perform is caused by the default of supplya subcontractor, and if such default arises out of an “excusable delay” as herein defined, which was beyond the control of both the Seller and subcontractor and without the fault or negligence of either of them, Seller shall not be liable for any excess costs of the Buyer for failure of the Seller to perform unless the products or services to be furnished by the subcontractor were obtained from other sources in sufficient time to permit Seller to meet the required delivery schedule.

Delivery. Unless otherwise agreed in writing, all deliveries of Products shall be made Ex Works of PLI's factory in accordance with ICC's Incoterms (a) Delivery 2000). All risks of loss or damage to the products Products shall pass from PLI to the Buyer when the Products are delivered to the Buyer in accordance with the delivery schedule is a material requirement of each purchase orderagreed trade term as defined in ICC's Incoterms (2000). Time is of the essence PLI may make deliveries in fulfilling all purchase orders. (b) Unless otherwise specified in the relevant purchase order or by the Purchaserinstallments, all deliveries shall which will be made at the ‘ship to’ address specified in the relevant purchase order, and invoiced individually. The Buyer will make payment in accordance with the instructions clause 4 of these Standard Terms and Conditions. Times specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products Products are given and intended as estimates only unless otherwise agreed in writing. Where a firm time for delivery has been expressly agreed upon, no delivery shall be considered overdue until the Buyer has made a written request for delivery and given PLI a reasonable opportunity to comply therewith. If PLI fails to deliver the Products on or after before the extended or postponed delivery date, the Purchaser shall give reasonable notice prior time due to circumstances for which it is fully responsible and Buyer has stated in writing when agreeing to the agreed upon new delivery date and the Seller time that it will store the products, safeguard them and refuse to take all reasonable steps to prevent their deterioration until delivery on if the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Sellermet, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser Buyer shall have the right to reject cancel the Contract by serving written notice to PLI. The Buyer shall inspect or have inspected the Products delivered and shall notify PLI in writing of any products which are tendered by nonconformance regarding the Seller in advance quantity, specification or quality of the date scheduled for delivery and return the same Products to the Seller at the Seller’s expense and/or to accept early delivery order within fourteen (14) days of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration receipt of the new lead time for ordering of the productsProducts. If the Seller Buyer does not give sufficient notice report a nonconformance with the 14-day period the Buyer shall be deemed to have accepted the Products. During the 14-day period, at Buyer’s request, PLI will repair or replace nonconforming Products. The Buyer shall not return any Products without the prior written permission of PLI. Submitting a claim shall at no time release the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s Buyer from its obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supplyContract. PLI’S OBLIGATION TO REPAIR OR REPLACE NONCONFORMING PRODUCTS IS BUYER’S SOLE REMEDY FOR NONCONFORMANCE.

Delivery. (a) 6.1 Delivery dates are to be considered indicative and eventual fixed delivery dates are to be agreed in writing at the time of order. Delivery will be made by the Vendor at its works in the Italy/United Kingdom, however the Purchaser will, if requested, arrange an agent for the Purchaser but at the Purchaser’s expense for the carriage of the products Goods to a destination specified by the Purchaser and (if so required and at the Purchaser’s expense) for their insurance. 6.2 Whenever delivery takes place it will be the Purchaser’s responsibility to provide any necessary machinery and labour to off-load the Goods and to ensure delivery can take place at the agreed time and place. The Purchaser will indemnify and keep the Vendor indemnified against any loss or expense incurred as a result of a breach of these obligations. 6.3 Although given in accordance with good faith, delivery times for the delivery schedule is a material requirement supply of each purchase order. Time is Goods specified by the Vendor in its quotation or otherwise are intended as estimates only and are therefore not to be treated as being of the essence in fulfilling all purchase orders. (b) Unless otherwise specified in the relevant purchase order or by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with contract and binding on the delivery schedule specified in the relevant purchase orderVendor. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products Vendor will not be liable to the Purchaser under for any loss or damage (direct or indirect) occasioned by its failure (whether as a result of its negligence or otherwise) to deliver the relevant purchase orderGoods by the date or within the time stated and in no event shall delay be a ground for rejecting the Goods. (d) 6.4 The Purchaser shall be entitled right to reschedule deliveries for all standard commodity deliver any part or parts of the Goods when they become available is expressly reserved by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such reschedulingVendor. (e) If for any reason, 6.5 In the event that the Purchaser refuses delivery of the Goods or is unable to accept delivery of the products on or after Goods through no fault of the delivery dateVendor, the Vendor will invoice the Purchaser shall give its reasonable notice prior to costs of storage of the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration Goods until delivery on of the new Goods is accepted by the Purchaser. For the avoidance of doubt the Vendor will be entitled to invoice the Purchaser the price of the Goods as soon as delivery date specified has been tendered notwithstanding any inability of the Purchaser to accept delivery. 6.6 It is the Purchaser’s responsibility to check that materials are correct and in good condition at the time of receipt. Claims for deficiencies of any nature will not be considered 10 days after delivery has been accepted by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery Contract delivery schedules and quantities are a material condition of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the Goods. Once ▇▇▇▇▇ gives notice of the products in accordance rejection of the Goods, the risk of loss and damage to the Goods is with the Seller. Any acceptance of deliveries late to the Contract delivery schedule is a material requirement of each purchase order. Time is of the essence in fulfilling all purchase orderswill not waive Buyer's rights. (b) Unless otherwise specified in the relevant purchase order or by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and If Seller fails to make delivery in accordance with the instructions specified thereinContract delivery schedule, during normal business hoursBuyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. (c) The Seller shall notify In the Purchaser promptly in writing event of any cause whatsoeveranticipated or actual delay in meeting the Contract delivery schedule, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, toshall: (i) require Promptly notify Buyer in writing of the Seller to deliver sufficient products which correspond to reasons for the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (delay and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (actions being taken to overcome or part thereof) so cancelled) and/or accept minimize the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser)delay; and (ii) require Provide Buyer with a written recovery schedule. (d) Without limiting any other rights or remedies that Buyer may have under this Contract, by law or in equity, if Seller fails to meet ▇▇▇▇▇’s delivery schedule for the Goods, Seller shall be responsible for the full cost of expediting any shipment(s) of such Goods, at ▇▇▇▇▇’s sole discretion. (e) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract. (f) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality pay invoices covering Goods shipped in advance of the foregoing, if a tender schedule of conforming products is not made by the delivery normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the relevant purchase Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (g) Seller shall provide a response to an open order or authorised in shipment releases report issued by the Purchaser to Buyer at the Seller, this shall constitute a breach frequency and method determined by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase orderBuyer. (h) The Seller shall not, at any time, make any enter material commitment(s) or production arrangement(s) in excess of delivery Promise Dates into the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirementsOracle iSupplier system. (i) The Purchaser Seller shall have the right respond to reject any products which are tendered inquiries made by the Seller in advance Buyer within two (2) business days of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery daterequest. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery 4.1 Before shipment, the Buyer shall be responsible for arranging testing and inspection of the Products at the Designated Location. PCH shall have no liability for any claim in respect of any defect in the Products which is made after shipping or in respect of any damage during transit. In the event of a non-conformity, at PCH’s sole discretion PCH may repair, replace, and/or credit the non-conforming Product. In the event of such repair or replacement, Buyer agrees to follow all of PCH’s procedures and to bear the costs of returning the product to PCH. The Buyer shall be responsible for complying with any legislation or regulation governing the importation of the Products into the country of destination and paying any duties on them. 4.2 Buyer acknowledges that PCH’s ability to deliver the Order or any part of the Order is subject to PCH’s own suppliers being in a position to deliver to PCH. Buyer acknowledges that in times of high demand for Products and similar products to the Products, PCH may not be able to make delivery of the Order or part of the Order within the anticipated or communicated timeframe. PCH will endeavor to provide Buyer with weekly updates with regard to the ability to deliver the Order or any part of the Order. Buyer acknowledges that in accordance with the event it becomes apparent to PCH that it will not be in a position to fulfill the Order or any part of the Order PCH may cancel the Order or any part of the Order and will be under no obligation to deliver the Order or any such part of the Order. PCH will have no liability in regard to its failure to deliver the Order or any part of the Order. 4.3 Dates quoted for delivery schedule is a material requirement of each purchase orderthe Products are approximate only and PCH shall not be liable for any delay in delivery, however caused. Time is for delivery shall not be of the essence unless previously agreed by PCH in fulfilling all purchase orderswriting. (b) Unless otherwise specified in 4.4 PCH will deliver the relevant purchase order or by Products to the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase orderOrder, and in accordance with unless otherwise agreed. Delivery shall occur upon physical delivery of the instructions specified thereinProducts to the Buyer or its carrier, during normal business hourson upon withdrawal or collection from the Designated Location. (c) The Seller shall notify 4.5 If the Purchaser promptly in writing Buyer fails to take delivery of the Products or fails to give PCH adequate delivery instructions at the time stated for delivery then, without prejudice to any cause whatsoeverother right or remedy available to PCH, including PCH may at its sole discretion store the Products until actual delivery and charge Buyer for the reasonable costs including, but not limited to any actual or potential labour dispute which is delaying or threatening to delay to, insurance, storage and finance fee. If Products are not collected within 7 days from the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse initial delivery date, PCH may at its sole discretion: (a) sell the Seller from proceeding with performance of Products at the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption best price readily obtainable and (after) deducting all reasonable storage and selling expenses) account to the supply of products to Buyer for the Purchaser excess over the price under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to Terms or charge the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If Buyer for any reason, shortfall below the Purchaser is unable to accept price under the Terms or (b) arrange delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior Products to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be Buyer at the Buyer’s expense of and as the Seller, unless such partial deliveries are requested for by the Purchaser in writingBuyer’s agent. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remediesPCH, at its sole and absolute discretion, to: (i) require may agree to arrange for the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval Products to be transported to some place other than its own designated location for delivery, in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this which case Buyer shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders liable for the products where such purchase orders are made within the original lead timeentire expenses and costs incurred by PCH. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.