Common use of Delivery Clause in Contracts

Delivery. 5.1 Delivery terms are subject to and shall be interpreted in accordance with the terms of Incoterms 2010 specified in the Agreement. 5.2 Unless otherwise specifically agreed to by the parties in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreement. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery terms 4.1 Unless agreed otherwise in writing by the parties, all Goods are subject to and shall be interpreted delivered FCA (“Free carrier” as defined in accordance with INCOTERMS 2020®) at the terms of Incoterms 2010 place specified in the AgreementOrder Confirmation. 5.2 Unless otherwise specifically agreed 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to by Seller requiring the parties in writingdelivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the Seller may deliver delivery within 14 days, Buyer shall be entitled to cancel the Products in partial deliveries Order. Seller’s sole liability and invoice the Buyer Buyer’s exclusive remedy for each such partial non-delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may will be limited by Seller, in its sole discretion, to either (ia) refunding any sums which Buyer has paid for the average of the monthly quantities purchased by undelivered Goods and (b) reimbursing Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries reasonable and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any proper costs and expenses incurred by the Seller as a result Buyer in obtaining replacement goods of such delay; (iii) Store the Products for the Buyer similar description and quality at the Buyer's expense; and/or (iv) Cancel lowest available market price, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Products ordered under Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the relevant Purchase Order Goods or cancel the Agreement with regards to any Products that remain Services to be delivered under the Agreementsupplied on time (“Delivery Information”). 5.6 The Seller's rights under this Section shall not be deemed waived 4.5 If Buyer refuses or otherwise prejudiced by the Seller’s fails to take delivery of the Products ordered Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to ▇▇▇▇▇, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a Purchase Order after the delivery date set forth in such Purchase Ordercharge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 5.1 8.1 Delivery terms are subject to and of the Goods shall be interpreted made by the Buyer collecting the Goods at the Supplier’s premises at any time after the Supplier has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Supplier, by the Supplier delivering the Goods to that place. 8.2 Any delivery dates or times given are approximate only and are not of any contractual consequence and the Supplier shall not be under any liability to the Buyer in respect of any failure to deliver on any particular date or dates, nor shall time of delivery be of the essence of any Contract. The Goods may be delivered by the Supplier in advance of the quoted delivery date on giving reasonable notice to the Buyer. 8.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Supplier to deliver any one or more of the instalments in accordance with the terms Terms or any claim by the Buyer in respect of Incoterms 2010 specified in any one or more instalments shall not entitle the AgreementBuyer to treat the Contract as a whole as repudiated. 5.2 Unless otherwise specifically agreed to by the parties in writing, the Seller may deliver the Products in partial deliveries and invoice 8.4 If the Buyer for each such partial delivery accordingly. The quantity of Products shipped fails to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting take delivery of the Products Goods or fails to give the Supplier adequate delivery instructions at the time stated for more delivery (otherwise than 3 (threeby reason of any cause beyond the Buyer’s reasonable control or by reason of the Supplier’s fault) days from the date of delivery set forth in the Agreementthen, then the Seller may (without prejudice to limiting any other right or remedy available to it) do any or several of the following: Supplier, the Supplier may:- (i) Sell store the Products Goods until actual delivery and charge the Buyer for the Seller's accountreasonable costs (including insurance) of storage; or (ii) Claim from sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at excess over the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered price under the relevant Purchase Order Contract or cancel charge the Agreement with regards to Buyer for any Products that remain to be delivered shortfall below the price under the AgreementContract. 5.6 The Seller's rights under this Section 8.5 Save where and to the extent that a prohibition against exclusion or restriction of obligations or liability applies, the Suppler shall not be deemed waived liable for loss, whole or otherwise prejudiced partial (and whether or not due to the negligence of the Supplier, its servants or agents), mis-delivery or shortage, patent defect or damage to Goods supplied, unless the Supplier is informed thereof by the SellerBuyer’s or consignees’ signing and annotating the carrier’s or consignor’s delivery note to that effect and the Buyer subsequently reporting the same to the Supplier immediately by telephone, and further confirming such reports in writing to the Supplier within 3 days of receipt of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase OrderGoods.

Delivery. 5.1 Delivery terms are subject (i) On the PA Closing Date, the Seller shall deposit with the Escrow Agent, to and shall be interpreted in accordance with held by the Escrow Agent pursuant to the terms of Incoterms 2010 specified this Agreement, certificates representing the Initial Escrow Shares and the stock powers executed in blank with respect to such Initial Escrow Shares (the Agreement.“ Initial Escrow Materials ”) and the Escrow Agent shall deliver the Purchaser on or about such date, a written confirmation of his receipt of the Initial Escrow Materials; and 5.2 Unless otherwise specifically agreed to by (ii) on the parties in writingAPA Closing Date, the Seller may shall deposit with the Escrow Agent, to be held by the Escrow Agent pursuant to the terms of this Agreement, certificates representing the Remaining Escrow Shares and the stock powers executed in blank with respect to such Remaining Escrow Shares (the “ Remaining Escrow Materials ”) and the Escrow Agent shall deliver the Products in partial deliveries Purchaser on or about such date, a written confirmation of his receipt of the Initial Escrow Materials; provided , that the Seller shall have no obligation to deposit the Remaining Escrow Shares into the Escrow Account (as defined below) if the Seller has satisfied and invoice discharged all of its OCS Debt and Obligations prior to the Buyer for each such partial delivery accordinglyAPA Closing Date. The quantity Remaining Escrow Materials shall be deposited together with an irrevocable power of Products shipped attorney authorizing the Escrow Agent to Buyer by release the Remaining Escrow Shares from the Pledge (as defined below), to file a release notice with the Israeli Registrar of Pledges and to take any other reasonable action required to implement such release (without the need for any further consent from the Lenders (as defined below)) immediately prior to any event on which the Escrow Agent shall be entitled to dispose the Remaining Escrow Shares pursuant this Agreement, resulting in the Remaining Escrow Shares being free and clear of any third party charge or rights (as shall be evidenced in writing Israeli Registrar of Pledges’ printout); provided , further that, in the case of (i) and (ii) above, the Seller in may, at any month may be limited by Seller, time and in its sole discretiondiscretion (subject to the terms herein), replace the Escrow Shares with an autonomous bank guarantee of a reputable Israeli or US bank, the identity of which should be approved in advance by the Purchaser (the “ Guarantee ”) reflecting the Fair Market Value (as defined herein) of the Escrow Shares, by depositing the Guarantee with the Escrow Agent, whereupon the Escrow Agent shall confirm receipt of such Guarantee to either the Purchaser and shall immediately release the appropriate amount of the Escrow Shares to the Seller. The terms and conditions of the Guarantee shall be subject to the prior approval of the Purchaser, which shall not be unreasonably withheld, provided, further that the terms and conditions of the Guarantee (including the conditions and procedure for the realization of the Guarantee) shall not be less favorable to the Purchaser than the rights and remedies granted to the Purchaser and/or the Purchaser’s ability to recover from the Escrow Property (as defined below) under this Agreement. The Escrow Property shall be held in escrow until the earlier of (i) the average date of the monthly quantities purchased by Buyer for termination of the preceding contract monthsAsset Purchase Agreement, or (ii) the maximum estimated quantity covered hereunder divided by later of (A) the number 24 month anniversary of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then APA Closing Date or (B) the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs satisfaction and expenses incurred discharge by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under OCS Debt and Obligations (the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreement“ Termination Date ”). 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery terms are subject to and 5.1. Deliveries shall be interpreted in accordance with made to the terms of Incoterms 2010 specified Delivery Address(es) listed in the Agreement. 5.2 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, or at such other times as may be approved by Customer’s authorized representative, for the purpose of unloading the Products. Unless otherwise specifically agreed to by the parties in writing, the Seller minimum delivery of Jet A or Avgas fuel will be a full standard transport tanker load as determined by the maximum allowable Gross Vehicle Weight between the supply point and the delivery address. Avfuel reserves the right to 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 deliver refuse to complete any delivery which Avfuel or the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by SellerShipping Agent determines, in its sole discretion, to either (i) cannot be made safely. 5.3. Customer shall be responsible for all demurrage charges assessed by the average Shipping Agent for additional time spent at the Delivery Address(es)_ or any Alternative Location. 5.4. Any claim by Customer of any discrepancy in the quantity of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation Product delivered shall be deducted from the estimated quantity to be purchased by Buyer hereundereffective only if Avfuel is immediately notified, while Shipping Agent is still present. 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. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreement. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery 8.1 Except as otherwise agreed by both parties in writing all Goods are delivered EXW (ex works) Seller’s manufacturing plant stated in the relevant purchase order. EXW (ex works) is as defined in INCOTERMS 2010. The Buyer will provide at its expense adequate and appropriate equipment and manual labour for loading or off-loading (as appropriate) the Goods. 8.2 All delivery dates and times are estimates and not legally binding on the Seller, which will use its reasonable endeavours to make available for collection or deliver (as appropriate) on time. If no delivery dates and/or times are specified, delivery will be within a reasonable time. Time of delivery will not be of the essence. 8.3 The Seller will be deemed not to be in breach of the Contract, and (for the avoidance of doubt) will not be liable, in contract, tort or otherwise howsoever and whatever the cause thereof, to the Buyer for any direct, indirect or consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, loss of contracts, loss of anticipated savings, depletion of goodwill and similar), costs, damages, charges or expenses caused directly or indirectly by any delay or failure in the delivery of the Goods (even if caused by the Seller’s negligence) except as set out in this Condition 8. 8.4 Any additional costs incurred by the Seller for express deliveries undertaken at the request of the Buyer are subject for the account of the Buyer and will be added to the Prices and shall be interpreted invoiced in accordance with Condition 14.2. 8.5 Any delay in delivery will not entitle the terms Buyer to cancel the purchase order unless and until the Buyer has given 14 days’ written notice to the Seller requiring the delivery to be made and the Seller has not fulfilled the delivery within that period. If the Buyer cancels the purchase order in accordance with this Condition 8.5 then: 8.5.1 the Seller will refund the Buyer any sums which the Buyer has paid to the Seller in respect of Incoterms 2010 specified that purchase order or part of the purchase order which has been cancelled; and 8.5.2 the Buyer will be under no liability to make any payments under Condition 14 in respect of that purchase order or part of the purchase order which has beencancelled. 8.6 Subject to Condition 12, in the Agreement. 5.2 Unless otherwise specifically agreed to by the parties in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity event of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting non-delivery of the Products for more than 3 (three) days from Goods following the date service of delivery set forth in a written notice by the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for Buyer under Condition 8.5 the Seller's account; (ii) Claim from ’s liability for such non-delivery will be limited to the Buyer any reasonable and proper costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. The Seller as a result will have no liability for any failure to deliver to the extent that such failure is caused by the Buyer’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of such delay; (iii) Store the Products for Goods. If the Buyer at fails to provide written notice of non- delivery in accordance with Condition 8.5, the Seller shall have no liability whatsoever to the Buyer for suchnon-delivery. 8.7 If the Buyer refuses or fails to take delivery of any of the Goods when they are ready or tendered for delivery (as appropriate) or to provide any instructions, documents, licences or authorisations required to enable the Goods to be delivered on time (except solely on account of the Seller’s default), the Goods will be deemed to have been delivered on or by the due date and (without prejudice to its other rights) the Seller may: 8.7.1 store or arrange for storage of the Goods until actual delivery or sale in accordance with Condition 8.7.3 and charge the Buyer for all related costs and expenses (including storage and insurance); and/or 8.7.2 recover from the Buyer all wasted transport costs resulting from the Buyer's expense; and/or (iv) Cancel the ’s refusal or failure to take delivery of the Products ordered Goods when tendered for delivery; and/or 8.7.3 following written notice to the Buyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the Price of the Goods under the relevant Purchase Order or cancel Contract, having taken into account any charges related to the Agreement with regards sale and any charges referred to any Products that remain to be delivered under the Agreementin Conditions 8.7.1. and 8.7.2. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery terms are subject to and The Goods shall be interpreted delivered to [insert place of delivery or state “to the place outlined by each Purchase Order”] according to the delivery schedule in accordance with each Purchase Order. The cost of delivery is deemed included in the terms of Incoterms 2010 Price specified in each Purchase Order and the Agreement. 5.2 Unless otherwise specifically agreed to Price Schedule (Annex B). The Services as described in Article 2.3 shall be performed at the place of delivery and completed by the parties same delivery date, unless otherwise stated in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period Article 2.3 of this Agreement. ProvidedTime is of the essence in the performance of this Agreement. If the Supplier fails to make available or provide any Goods or Services within the delivery schedule stated on any Purchase Order, howevertogether with associated shipment documentation (including, that if different quantities apply to different time periods within without limitation, bills of lading, airway bills and commercial invoices) as are specified in the Purchase Order, this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months or otherwise as are customarily utilized in the current period. Any quantity not shipped trade, IOM reserves the right to: Terminate the Purchase Order without liability by giving immediate notice, and to charge the Supplier any loss incurred as a result of such limitation shall be deducted from the estimated quantity Supplier's failure to be purchased by Buyer hereunder. 5.3 The Seller is only responsible make the delivery within the time specified; or Charge liquidated damages equal to 0.1% (one-tenth of one per cent) of the Price for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery every day of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a delay or breach of the Agreement as delivery schedule by the Supplier. IOM shall have the right to other deliveries. 5.5 If delivery deduct such amount from the Supplier’s outstanding invoices, if any. Such liquidated damages shall only be applied when delay is delayed through caused solely by the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date Supplier. Acceptance of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be goods delivered under the Agreement. 5.6 The Seller's rights under this Section late shall not be deemed waived or otherwise prejudiced by a waiver of IOM’s rights to hold the Seller’s delivery Supplier liable for any loss and/or damage resulting therefrom, nor shall it act as a modification of the Products ordered under Supplier’s obligation to deliver further goods in accordance with a Purchase Order after the delivery date set forth in such Purchase Orderor this Agreement.

Delivery. 5.1 Delivery terms are subject Unless agreed in writing the Company offers all items “Free On Transport” (“FOT”) at our store, Brisbane. The Company will arrange for delivery of the Goods ("Delivery") at additional cost to the Purchaser’s nominated delivery point only if agreed in prior negotiation and shall be interpreted in accordance with the terms of Incoterms 2010 specified in writing. This would be nominated as “Delivered to Door” (“DTD”) in the respective quotation or Sales Order Agreement. 5.2 Unless otherwise The Company is entitled to charge a fee for Delivery if it is not specifically agreed to by the parties in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months nominated as an inclusion in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months price quoted in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunderan official company quotation. 5.3 The Seller Company is only responsible for delivering deemed to have delivered the Products Goods when they are loaded on to the location specified Purchaser’s nominated transport vehicle FOT or in the Agreement. In no event shall Seller be bound to tender case of DTD made available for unloading at the Purchaser's nominated delivery of any quantities for which Buyer has not given shipping instructionspoint. 5.4 Each The Purchaser is responsible for unloading the Goods from the Company's delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveriesvehicle. 5.5 If delivery is delayed through the Buyer's default or if Goods are to be collected by the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days Purchaser from the date of delivery set forth in Company's store Delivery occurs when the Agreement, then Goods are loaded on the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the SellerPurchaser's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreementvehicle. 5.6 The Seller's rights under this Section shall Company is not be deemed waived liable for any claims for non-fulfilment or otherwise prejudiced late Delivery of Goods or for any loss or damage (including consequential loss or damage) suffered by the Seller’s Purchaser arising from delay in delivery or failure to deliver due to circumstances beyond the Company's reasonable control and the Purchaser shall accept and pay for the goods notwithstanding late delivery. 5.7 The Purchaser shall in its purchase order advise the Company of the nominated delivery point and if applicable the required delivery time. 5.8 Unless otherwise agreed by the Purchaser and the Company, the Company shall be entitled to deliver the Goods in one or more lots. Where delivery of the Products ordered under a Purchase Order after Goods is effected by way of part delivery the Company shall be entitled to invoice the Purchaser for pro-rata progress payments in respect thereof. 5.9 Notwithstanding the Purchaser's inability to accept delivery date set forth of the goods, the Company shall be deemed to have delivered the Goods in such Purchase Orderaccordance with these Terms of Sale and the goods shall be at the Purchaser's risk from the time when the goods have been loaded onto the Purchaser's collecting vehicle or delivered to the Purchaser's nominated delivery point (as the case requires).

Delivery. 5.1 (a) Subject to this Section 2.07, Supplier shall Deliver the Product by the Specified Delivery terms are subject to Date in accordance with each Purchase Order and shall bear all costs and expenses related to such Delivery. Unless otherwise agreed, Deliveries of Product shall be interpreted made by forwarders used by Historical Supplier within the twelve (12) months immediately preceding the Effective Date, provided that Purchaser or Supplier may request the replacement of a forwarder (e.g., for reasonable quality reasons) in which case the Parties shall discuss and agree in good faith on a solution acceptable for both Parties. All transport packaging and preparation for Delivery will be done in accordance with the terms standards used at the Facility immediately prior to the Effective Date, the Compliance Requirements and applicable good storage and good distribution practices, including the use of Incoterms 2010 specified data loggers, packaging dimensions and transport protection. Any change thereof shall be deemed a change to be handled and reimbursed in the Agreementaccordance with Section 2.02(c). 5.2 Unless otherwise specifically (b) If Supplier or Purchaser becomes aware of any unexpected problem that may require the Specified Delivery Date to be rescheduled, it shall promptly inform the other Party and submit a commercially reasonable proposal for a new delivery date. Supplier and Purchaser shall cooperate to agree upon such new delivery date in good faith. If Supplier is unable to fulfill the applicable Purchase Order within three (3) months after the Specified Delivery Date or another mutually agreed to by the parties in writingdelivery date, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Selleras applicable, Purchaser may, in its sole discretion, without incurring any cost, expense, or penalty, cancel such Purchase Order. (c) All Product Delivered under this Agreement by Supplier shall be shipped on the basis of the Shipping Terms and Delivery of Product shall be completed upon delivery of the Product in accordance with the Shipping Terms. (d) Supplier shall have no liability for any failure or delay in Delivering an Order to either the extent that the failure or delay is caused by Purchaser’s failure to deliver Granules in accordance with Section 2.05(g). (e) Each delivery of an Order shall be accompanied by a delivery note from Supplier showing the Order number, the date of the Order and the quantity of Product (in grams) included in the Order. (f) If, in respect of an Order, Supplier Delivers up to and including 10 percent (10%) more or less than the quantity of the Product set forth in that Order: (i) Purchaser shall not be entitled to reject the average Order, but a pro rata adjustment shall be made to the amount of the monthly quantities purchased by Buyer for the preceding contract months, or Order invoice; and (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation Delivery shall be deducted from the estimated quantity deemed to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering a complete fulfillment of the Products to the location specified in the Agreement. In Order, and no event shall Seller be bound to tender delivery amount of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery Product shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days outstanding from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreement. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery terms are subject to and shall be interpreted in accordance with the terms of Incoterms 2010 specified in the Agreement. 5.2 Unless otherwise specifically agreed to by the parties in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The 3.1.1 Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be legally bound to tender by all delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery times set forth in the AgreementOrder. Unless otherwise agreed in writing, then part-, over-, early- or short-deliveries are not allowed. 3.1.2 Seller is obliged to immediately inform ▇▇▇▇▇ as soon as it is reasonably foreseeable for Seller that the delivery time cannot be adhered to. If Seller delivers the goods or completes the services later than scheduled, ▇▇▇▇▇ is entitled to all claims under the applicable laws including the right to withdraw from the contract and the claim for damages in lieu of performance if the Buyer has without result set a reasonable period for the Seller for performance or cure. 3.1.3 If Seller delivers the goods or completes the services later than scheduled, Buyer may assess liquidated damages of 3% (without prejudice at least EUR 500) of the total amount of the Order per each commencing week for the delay period. Notwithstanding the foregoing, the amount of liquidated damages shall not exceed 15% (at least EUR 2500) of the total amount of the Order. ▇▇▇▇▇ is entitled to claim liquidated damages in addition to ▇▇▇▇▇`s claim for performance under the Order. Buyer’s resort to liquidated damages for the delay period does not preclude ▇▇▇▇▇’s right to other remedies and claims. 3.1.4 All delivery designations are INCOTERMS 2010. The respective delivery designation is also the place where Seller`s delivery obligations are fulfilled (place of fulfillment). Unless otherwise stated, all goods provided under this Order shall be delivered FCA Seller’s facility. However, goods that are to be shipped directly to Buyer’s customer or a location designated by Buyer’s customer that are: (a) not to be exported; or (b) exported from the United States of America (“U.S.”), shall be delivered EXW Seller’s facility. The term EXW used herein is modified from the INCOTERMS 2010 definition to mean “EXW with Seller responsible for loading the goods at Seller’s risk and expense”. Buyer may specify contract of carriage in all cases. Failure of Seller to comply with any such Buyer specification shall cause all resulting transportation charges to be for the account of Seller and give rise to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreementlegal remedies available. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery terms are subject to and shall be interpreted in accordance with the terms of Incoterms 2010 7.1 Unless otherwise expressly specified in the Agreementwritten acknowledgement of order, delivery of the Goods will be made ex-works as defined in INCOTERMS 2000. The Services will be performed at the Service Point. 5.2 Unless otherwise specifically 7.2 Delivery of the Goods or performance of the Services will be made during Supplier’s usual business hours. 7.3 Supplier will use reasonable endeavours to deliver and perform each of the Buyer’s orders for the Goods and Services within the time agreed when the Buyer places an order and Supplier provides the acknowledgement of order and, if no time is agreed, then within a reasonable time, but the time of delivery and performance will not be of the essence. If, despite those endeavours, Supplier is unable for any reason to by fulfil any delivery or performance on the parties specified date, Supplier will be deemed not to be in writingbreach of this Contract, nor (for the Seller may deliver the Products in partial deliveries and invoice avoidance of doubt) will Supplier have any liability to the Buyer for each such partial delivery accordingly. The quantity direct, indirect or consequential loss (all three of Products shipped to Buyer by Seller in any month may be limited by Sellerwhich terms include, in its sole discretionwithout limitation, to either pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss) howsoever caused (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped including as a result of negligence) by any delay or failure in delivery or performance except as set out in this condition. Any delay in delivery or performance will not entitle the Buyer to cancel the Contract unless and until the Buyer has given one hundred and twenty days’ written notice (or such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location longer period specified in the Agreementwritten acknowledgement of Contract) to Supplier requiring the delivery or performance to be made and Supplier has not fulfilled the delivery or performance within that period. In If the Buyer cancels the Contract in accordance with this clause 7.3 then: 7.3.1 Supplier will refund to the Buyer any sums which the Buyer has paid to Supplier in respect of that Contract or part of the Contract which has been cancelled and has not been delivered or is not ready for delivery; and 7.3.2 the Buyer will be under no event shall Seller be bound liability to tender make any further payments under clause 5.1 in respect of that Contract or part of the Contract which has been cancelled. 7.4 The Buyer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labour for loading the Goods. 7.5 If the Buyer fails to take delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as Goods when they are ready for delivery or to other deliveries. 5.5 If delivery is delayed through provide any instructions, documents, licences or authorisations required to enable the Buyer's default Goods to be delivered or if Services to be performed on time (except solely on account of Supplier’s default), the Buyer declines Goods or delays accepting delivery of Services will be deemed to have been delivered or performed on the Products for more than 3 (three) days from the due date of delivery set forth in the Agreement, then the Seller may and (without prejudice to any its other right rights) Supplier may: 7.5.1 store or remedy available to it) do any or several arrange for storage of the following: (i) Sell the Products for the Seller's account; (ii) Claim from Goods until actual delivery or sale in accordance with clause 7.5.2 and charge the Buyer any for all related costs and expenses incurred by (including, without limitation, storage and insurance); and/or 7.5.2 following written notice to the Seller as a result Buyer, sell any of such delay; (iii) Store the Products for Goods at the best price reasonably obtainable in the circumstances and charge the Buyer at for any shortfall below the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered price under the relevant Purchase Order Contract or cancel account to the Agreement with regards to Buyer for any Products that remain to be delivered excess achieved over the price under the AgreementContract, in both cases having taken into account any charges related to the sale. 5.6 7.6 The Seller's rights Buyer shall provide or procure the provision to Supplier of all facilities and such other assistance and services as may be necessary to the extent and quality necessary to enable Supplier to fulfil its obligations under this Section the Contract. This assistance shall include (but not be deemed waived or otherwise prejudiced by limited to) the Seller’s delivery timely provision of the Products ordered under and access to information, data, accommodation, computing resources, appropriate Buyer employees and a Purchase Order after the delivery date set forth in such Purchase Ordersafe working environment.

Delivery. 5.1 Delivery terms are subject takes place on agreed ICC INCOTERMS. If no INCOTERMS apply, delivery shall be understood to occur at the moment unloading has finished taking place at the location designated by Buyer. 5.2 Time of delivery of 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 possession of such information and drawings as may be interpreted necessary to enable him to start work on the Goods or the Services, whichever may be the later. 5.3 Exceeding the completion deadlines for the execution of the Services or delivery dates of the Goods shall automatically result in the application of a penalty equal to 1% of the total amount of the Purchase Order per working day of delay, capped at 10% of the total amount of the Purchase Order. This penalty may not under any circumstances be considered as a waiver of the right to terminate the Purchase Order according to art.14.2 or to claim additional compensation for any loss suffered by the Buyer. 5.4 Delivery of Goods in instalments shall be permitted only with the consent of the Buyer and such permission, if given, shall not entitle the Seller to claim payment prior to completion of the Agreement unless the Buyer has agreed in writing. 5.5 If the Buyer is not able to accept delivery of the Goods or installation of the Goods when due, the Seller shall be responsible for arranging suitable storage at suitable premises of the Goods, advising the Buyer beforehand of the particulars of such proposed storage and the Seller shall also ensure that the Goods and the premises in which they are stored are properly insured against all the usual risks and notify the Buyer of such insurance cover. 5.6 If delivery is made before the delivery date specified in the Purchase Order, the Buyer may return the Goods to the Seller at the Seller's risk and expense. 5.7 Each delivery must be accompanied by details of the exact quantity and description of the Goods and/or the Services performed. Shipping documents stating the relevant Purchase Order number for each shipment must be sent by regular mail or email to the plant or office which issued the Purchase Order on the day on which the shipment is made, marked for the attention of the logistic/receiving office. Invoices stating the relevant Purchase Order number should be sent on .pdf form to ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇. 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 allnex premises, the original bill of lading must be furnished with the invoice(s). 5.8 Delivery is completed only if the agreed Goods or Services are delivered in their entirety in accordance with the terms of Incoterms 2010 specified Agreement at the location designated by Buyer. 5.9 The Seller shall provide Buyer a current material safety data sheet (“MSDS”) for each Good supplied to Buyer under the Agreement on an annual basis or sooner in the Agreementevent such document has been modified. 5.2 Unless otherwise specifically agreed 5.10 If the Seller is in the position of being able to by the parties in writingsupply some but not all of its customers, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery given priority over all other of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreementcustomers. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery terms are subject to and All Products shall be interpreted packed for ground transportation. Buyer shall provide Seller with detailed shipping instructions prior to shipment. Buyer shall be responsible for any increased costs or delays in accordance with delivery resulting from ▇▇▇▇▇’s failure to supply such instructions in a timely manner. All specified delivery dates reflect Seller’s best estimates, and Seller reserves the terms of Incoterms 2010 specified right to modify the delivery dates. In the event Buyer requests a change in the Agreement. 5.2 Unless otherwise specifically agreed scheduled delivery date within three (3) business days of the scheduled shipping date and Seller agrees to by the parties in writingsuch change, the Seller may deliver the Products in partial deliveries a fee of $500 shall apply. Title and invoice the Buyer for each such partial delivery accordingly. The quantity risk of Products shipped loss shall pass to Buyer by Seller in any month may be limited at point of delivery if Product is delivered by Seller’s truck. If delivery is not by Seller’s truck, in its sole discretion, to either (i) sales are Ex Works Seller’s location. In the average of the monthly quantities purchased by event Buyer for the preceding contract monthsrequests that Seller hold or store Products beyond their delivery date, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period event Seller is unable to take or otherwise refuses delivery of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreementany Products, Seller may limit shipments based upon store the then current maximum estimated quantity Products at Buyer’s sole risk and expense and charge Buyer for the applicable time period divided by the number of months in the current periodshipping and storage and any other cost or expense incident to Buyer’s request or refusal. Any quantity not shipped as a result Seller may also demand immediate payment of such limitation items as well as the Products themselves. In instances of bulk carload, tank truck, and tank car shipments, Seller’s weights shall govern. Products shall be deducted from the estimated quantity to packed for shipment in Seller’s standard packing. Buyer shall be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering promptly inspecting all Products to ensure that there are no “Deficiencies,” specifically that: (a) the Products to were delivered without damage; and (b) the location specified in the Agreementcorrect amounts, concentration levels, and types of Products were delivered. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 BUYER SHALL NOTIFY SELLER, IN WRITING, OF ANY DEFICIENCIES WITHIN FIVE (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreement. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.5)

Delivery. 5.1 Delivery terms are subject Seller agrees to deliver possession of the Vessel to Buyer at Closing in New Orleans, Louisiana. At or before the time of Delivery, Seller shall provide to Buyer the Vessel's plans, as builts, schematics, wiring specifications, low voltage wiring diagrams, certified evacuation and safety plan, certified periodic test procedures and all other plans and blueprints related to the Vessel that were provided to Seller at the t▇▇▇ ▇▇▇▇▇▇ acquired the Vessel. Seller makes no representation or warranty as to the accuracy of such documents or drawings. Seller shall deliver the Vessel to Buyer at Closing "as is and where is". Except with regard to title, Seller makes NO WARRANTY of any kind whatsoever, whether expressed or implied, including without limitation, any implied warranty of merchantability, quality, condition, fitness for any particular purpose, seaworthiness, or against any redhibitory vices, or any other vices or defects, hidden, latent or otherwise, all such warranties being expressly WAIVED by Buyer. At the time of Delivery, all risk of loss to the Vessel shall pass to Buyer. Seller will use all reasonable good faith efforts to assist Buyer in obtaining any necessary certificates for the Vessel, including but not limited to a Certificate of Inspection; however, this is not a condition for Closing and all costs and expenses associated with obtaining any such certificates shall be interpreted the responsibility of Buyer. Furthermore, Seller shall not be required to provide at Delivery a Certificate of Documentation, FCC License, Society Tonnage, Interim Class, Hull Classification and Machinery Classification Certificate (if applicable) and/or their regulatory equivalent (if applicable) at the time of Delivery; however, Seller shall provide such certificates and documents, if any, that are in accordance with the terms of Incoterms 2010 specified in the Agreement. 5.2 Unless otherwise specifically agreed to by the parties in writingSeller's possession within a reasonable time after Delivery, provided, however, the Seller may Seller's failure to deliver the Products in partial deliveries said Certificates and invoice the Buyer for each such partial delivery accordingly. The quantity Documents shall not constitute a breach of Products shipped to Buyer by Seller in any month may be limited this Agreement by Seller, in its sole discretion, nor shall such failure constitute grounds for Buyer not to either (i) close this transaction. MAINTENANCE AND OPERATION During the average period of time following receipt of the monthly quantities purchased Deposit by Seller until Closing (the "Period"), the Vessel shall be in the full possession and, other than sale to a third party, at the absolute disposal of Seller for all purposes and under its complete control in every respect. Seller shall, during said Period, take all reasonable steps to maintain the Vessel, her machinery, engines, equipment, appurtenances and spare parts in their current condition, ordinary wear and tear excepted. INSPECTION During the Period, Buyer or its designee shall have the right at any reasonable time to inspect or survey the Vessel to satisfy itself that the Vessel is being properly maintained. Any and all costs or expenses associated with such inspection shall be the responsibility of and be paid by Buyer for the preceding contract monthsand Buyer agrees to indemnify, defend and hold harmless Seller any affiliate of Seller against any injuries, cost, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of expenses arising from such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunderinspection or survey. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreement. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 3.1 Unless otherwise specified in the Order, the Delivery terms are subject to and Point shall be interpreted the Buyer’s place of business. 3.2 If the Contract includes an Installation, the Buyer shall provide to bioMérieux: (a) access to its premises, systems and staff; and (b) all other necessary assistance in performing such Installation. 3.3 Times and dates for delivery are business estimates only and not contractual obligations. Time therefore will not be of the essence of the Contract and provided bioMérieux makes delivery within a reasonable time (taking into account all the circumstances) the Buyer shall not be entitled to terminate or rescind the Contract or claim damages in respect of late delivery unless bioMérieux has specifically agreed in writing to the contrary on a contract by contract basis. 3.4 bioMérieux shall not be liable for any delay in delivery of the Goods or performance of the Installation that is caused by a Force Majeure Event, the Buyer’s failure to provide bioMérieux with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods or performance of the Installation, or any other act or omission of the Buyer. 3.5 If for any reason the Buyer fails to accept delivery of the Goods when they are ready for delivery, or bioMérieux is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations: (a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by bioMérieux's negligence); (b) the Goods shall be deemed to have been delivered; and (c) bioMérieux may store the Goods until delivery, and the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance). 3.6 bioMérieux may deliver the Goods, or perform the Installation, by separate instalments as agreed with the Buyer. Each separate instalment shall be invoiced and paid for in accordance with the terms provisions of Incoterms 2010 specified in the AgreementContract. Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment. 5.2 Unless otherwise specifically agreed 3.7 The Buyer is responsible for obtaining, at its own cost, such import licences and other consents in relation to the Goods as are required from time to time and, if required by the parties in writingbioMérieux, the Seller may deliver Buyer shall make those licences and consents available to bioMérieux prior to the Products in partial deliveries and invoice relevant shipment. 3.8 Any reagents supplied to the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) bioMérieux under the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation Contract shall be deducted from packed with a minimum residual shelf life, details of which shall be provided by bioMérieux to the estimated quantity to be purchased by Buyer hereunderupon request. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery 3.9 bioMérieux shall not be a breach liable for any damage or shortfall in delivery of Goods (even if caused by bioMérieux's negligence) unless the Buyer: (a) gives written notice of such damage or shortfall on the form provided by the carrier for that purpose to bioMérieux within 3 working days of delivery; and (b) submits its claim in writing to the Sales Administration Department of bioMérieux within 30 days following receipt of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default Goods or if the Buyer declines or delays accepting delivery performance of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the AgreementInstallation. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 The Supplier shall deliver the Goods in accordance with any delivery timescales, delivery dates and delivery instructions (to include, without limitation, as to delivery location and delivery times) set out in the Specification and Tender Response Document, the Order Form or as otherwise agreed with the Authority in writing. Delivery terms shall be completed when the Goods have been unloaded at the location specified by the Authority and such delivery has been received by a duly authorised agent, employee or location representative of the Authority. The Authority shall procure that such duly authorised agent, employee or location representative of the Authority is at the delivery location at the agreed delivery date and times in order to accept such delivery. Any arrangement by which the Goods are subject collected by the Authority in return for a discount on the Contract Price shall be agreed by the Parties in writing (where due to an emergency such arrangements cannot be committed to writing prior to collection, the Parties shall confirm such arrangements in writing as soon as possible following collection). Where the Authority collects the Goods, collection is deemed delivery for the purposes of the Contract. The Supplier shall ensure that a delivery note shall accompany each delivery of the Goods. Such delivery note shall contain the information specified in the Specification and Tender Response Document or as otherwise agreed with the Authority in writing. Where such information requirements as to the content of delivery notes are not specified or separately agreed, such delivery notes shall, as a minimum, contain the Authority’s order number, the name and address of the Authority, a description and quantity of the Goods, and shall show separately any extra agreed charges for containers and/or any other item not included in the Contract Price or, where no charge is made, whether the containers are required to be interpreted returned. Part deliveries and/or deliveries outside of the agreed delivery times/dates may be refused unless the Authority has previously agreed in writing to accept such deliveries. Where delivery of the Goods is refused by the Authority in accordance with this Clause 2.4 of this Schedule 2 of these Call-off Terms and Conditions, the Supplier shall be responsible for all risks, costs and expenses associated with the re-delivery of the Goods in accordance with the terms agreed delivery times/dates. Where the Authority accepts delivery more than five (5) days before the agreed delivery date, the Authority shall be entitled to charge the Supplier for the costs of Incoterms 2010 specified insurance and storage of the Goods until the agreed date for delivery. Unless otherwise set out in the Agreement. 5.2 Unless otherwise specifically Specification and Tender Response Document or agreed to by with the parties Authority in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation Supplier shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from carriage, insurance, transport, all relevant licences, all related costs, and all other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel associated with the delivery of the Products ordered under Goods to the relevant Purchase Order delivery location and unloading of the Goods at that location. Without limitation to the foregoing provision of this Clause 2.5 of this Schedule 2 of these Call-off Terms and Conditions, unless otherwise stated in the Specification and Tender Response Document or cancel agreed with the Agreement with regards Authority in writing, the Supplier shall be responsible for obtaining all export and import licences for the Goods and shall be responsible for any delays to the delivery time due to such licences not being available when required. In the case of any Products Goods supplied from outside the United Kingdom, the Supplier shall ensure that remain accurate information is provided to the Authority as to the country of origin of the Goods and shall be liable to the Authority for any extra duties or taxes for which the Authority may be accountable should the country of origin prove to be delivered under different from that set out in the Agreement. 5.6 The Seller's rights under this Section Specification and Tender Response Document. All third party carriers engaged to deliver the Goods shall not at no time be deemed waived or otherwise prejudiced by the Seller’s delivery an agent of the Products ordered under a Purchase Order after Authority and accordingly the delivery date set forth in such Purchase OrderSupplier shall be liable to the Authority for the acts and omissions of all third party carriers engaged to deliver the Goods to the Authority.

Delivery. 5.1 A. Lead Time Lead time represents the period of time required by Seller to procure Components, manufacture and deliver a finished Product beginning with the receipt of a Purchase Order for the Product and ending with the shipment of the finished Product. Seller shall provide Issuing Party a lead time which, at a maximum, represents the longest Component lead time plus one week. B. Timely delivery is an important requirement of Buyer. Delivery terms are subject to and performance shall be interpreted measured by on-dock date against the agreed delivery date. The delivery target is either the specified delivery date or the immediately preceeding day. C. To achieve Buyer's Just-In-Time goals, Seller agrees to perform frequent on-time deliveries, maintain regional warehouses, or establish "in-house stores" maintained at the Buyer's production sites. D. Unless otherwise set forth in the Purchase Order, and mutually agreed in writing by both Parties, title and risk of loss shall pass to Issuing Party at the named place of destination as indicated by the Issuing Party. Seller shall consult the Issuing Party on the freight method and carrier and, when Issuing Party is paying for freight, use Issuing Party's prescribed freight method and carrier. E. If Seller delivers Product before the specified delivery date, Issuing Party may, at its option, return such Product at Seller's risk and expense for subsequent delivery on the specified delivery date or retain such material and make payment to terms as if the shipment had been delivered on the specified delivery date. -------------------------------------------------------------------------------- Iomega WS, Supplier RM Rev. P, July 30, 1997 -- -- Page 6 of 26 -------------------------------------------------------------------------------- F. Changes to delivery dates may only be approved by the authorized purchasing representatives for the Issuing Party. The Issuing Party may, without cost or liability, issue change requests for Product quantities and schedule dates in accordance with the Flexibility Agreement. Written confirmation or rejection of any change request will be sent by Seller to the Issuing Party within three (3) business days of receiving a change request, and the Issuing Party shall provide a confirming Purchase Order change within three (3) business days of receiving Seller's confirmation. Seller must accept any change requests within the terms of Incoterms 2010 specified in the AgreementFlexibility Agreement Requests that fall outside the scope of the Flexibility Agreement will be mutually agreed to as to quantity, timing, and cost, and will become effective only after Parties reach a mutual agreement. 5.2 Unless otherwise specifically agreed to by the parties G. Seller shall notify Issuing Party in writing, the writing immediately if Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity has knowledge of Products shipped to Buyer by Seller any event which could result in any month may be limited by Seller, in its sole discretion, change to either (i) the average of agreed delivery plan. H. In the monthly quantities purchased by Buyer event that Product scheduled for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreementdelivery is more than [*] business days late, Seller agrees to use Issuing Party's preferred carrier (or other transportation mode) if requested by Issuing Party. Seller agrees to absorb any incremental premium transportation cost on such late shipment. In the event that Product scheduled for delivery is more than [*] business days late the Issuing Party may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity purchase substitute Product elsewhere with no liability to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products whatsoever, except to the location specified in the Agreement. In no event shall extent that failure to deliver is caused by Issuing Party, Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall will not be a breach of the Agreement as to other deliveriesliable for late delivery. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreement. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery terms are subject to and shall be interpreted in accordance with the terms of Incoterms 2010 specified in the Agreement. 5.2 Unless otherwise specifically agreed to by the parties in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The 3.1.1 Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be legally bound to tender by all delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery times set forth in the AgreementOrder. Unless otherwise agreed in writing, then part-, over-, early- or short-deliveries are not allowed. 3.1.2 Seller is obliged to immediately inform ▇▇▇▇▇ as soon as it is reasonably foreseeable for Seller that the delivery time cannot be adhered to. If Seller delivers the goods or completes the services later than scheduled, ▇▇▇▇▇ is entitled to all claims under the applicable laws including the right to withdraw from the contract and the claim for damages in lieu of performance if the Buyer has without result set a reasonable period for the Seller for performance or cure. 3.1.3 If Seller delivers the goods or completes the services later than scheduled, Buyer may assess liquidated damages of 3% (without prejudice at least EUR 500) of the total amount of the Order per each commencing week for the delay period. Notwithstanding the foregoing, the amount of liquidated damages shall not exceed 15% (at least EUR 2500) of the total amount of the Order. Buyer is entitled to claim liquidated damages in addition to ▇▇▇▇▇`s claim for performance under the Order. Buyer’s resort to liquidated damages for the delay period does not preclude ▇▇▇▇▇’s right to other remedies and claims. 3.1.4 All delivery designations are INCOTERMS 2010. The respective delivery designation is also the place where Seller`s delivery obligations are fulfilled (place of fulfillment). Unless otherwise stated, all goods provided under this Order shall be delivered FCA Seller’s facility. However, goods that are to be shipped directly to Buyer’s customer or a location designated by Buyer’s customer that are: (a) not to be exported; or (b) exported from the United States of America (“U.S.”), shall be delivered EXW Seller’s facility. The term EXW used herein is modified from the INCOTERMS 2010 definition to mean “EXW with Seller responsible for loading the goods at Seller’s risk and expense”. Buyer may specify contract of carriage in all cases. Failure of Seller to comply with any such Buyer specification shall cause all resulting transportation charges to be for the account of Seller and give rise to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreementlegal remedies available. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery terms are subject to and Unless otherwise agreed in writing by Seller, delivery of Goods shall take place at Seller’s place of business. Services shall be interpreted in accordance with the terms of Incoterms 2010 provided at such venue(s) specified in Seller’s quotation. Buyer shall take delivery of Goods within 10 days of Seller giving it notice that Goods are ready for delivery. Any dates specified by Seller for delivery of Goods or performance of Services are intended to be an estimate and time for delivery shall not be made of the Agreement. 5.2 Unless otherwise specifically agreed essence by notice. If no dates are so specified, delivery/performance shall be within a reasonable time. Subject to the other provisions hereof, Seller shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in delivery of Goods or Services (even if caused by Seller’s negligence), nor shall any delay entitle Buyer to terminate or rescind the parties Contract unless such delay exceeds 180 days. If for any reason Buyer fails to accept delivery of Goods when ready, or Seller is unable to deliver Goods on time because Buyer has not provided appropriate instructions, documents, licences or authorisations: (i) risk in writing, the Goods shall pass to Buyer; (ii) Goods shall be deemed to have been delivered; and (iii) Seller may deliver the Products in partial deliveries and invoice the store Goods until delivery, whereupon Buyer shall be liable for each such partial delivery accordinglyall related costs. The quantity of Products shipped to Buyer any consignment of Goods as recorded by Seller on despatch from Seller’s place of business shall be conclusive evidence of the quantity received by Buyer on delivery, unless Buyer can provide conclusive evidence proving the contrary. Buyer shall provide Seller in a timely manner and at no charge access to its facilities as required by Seller to perform Services, informing Seller of all health/safety rules and security requirements. Buyer also shall obtain and maintain all licenses/consents and comply with all legislation in relation to the Services. If Seller’s performance of the Services is prevented/delayed by any month may be limited act/omission of Buyer, Buyer shall pay Seller all costs incurred by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreement. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery terms are subject to and 4.1 Where the Seller is an overseas supplier, the Goods shall be interpreted delivered in accordance with the instructions set out in the Order. In these Conditions “INCOTERMS” means the international rules for the interpretation of trade terms as set out in ICC Publication No. 715E in force with effect from 1 January 2011. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms 2010 INCOTERMS shall have the same meaning in these Conditions but if there is any conflict between the provisions of INCOTERMS and these Conditions, the latter shall prevail. 4.2 Where Goods are shipped, clean original bill(s) of lading and other shipping documents shall be forwarded promptly by the Seller to the Buyer. Shipping shall be routed in accordance with instructions from the Buyer. 4.3 The Buyer may change the delivery schedules from time to time by giving reasonable prior written notice to the Seller. 4.4 The Buyer will have no obligation to pay for Goods delivered in excess of the quantities specified in the Agreementdelivery schedules. 5.2 Unless otherwise specifically agreed 4.5 The Buyer is entitled to by reject any Goods delivered or Services performed which are not in accordance with the parties in writing, the Seller may deliver the Products in partial deliveries Contract and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreement. 5.6 The Seller's rights under this Section shall not be deemed waived to have accepted any Goods or otherwise prejudiced Services until the Buyer has had a reasonable time to inspect or verify them following delivery or completion or, where any defect would not be apparent, within a reasonable time after any latent defect in the Goods or Services has become apparent e.g. upon installation or use of the Goods or Articles. 4.6 The Seller shall provide the Buyer in good time with any and all information necessary or required or reasonably requested by the Seller’s Buyer to enable the Buyer to accept delivery of the Products ordered Goods and/or performance of the Services. 4.7 If the Goods are to be delivered, or the Service performed, by instalments, the Contract will be treated as a single contract and not severable. The Buyer shall be under no obligation to pay for any part of the Goods or Services until full and complete delivery or performance is made or given. 4.8 The time of delivery for the Goods or performance of the Services shall be of the essence. If the Seller fails to deliver any of the Goods and/or fails to complete the Services by the scheduled date, the Buyer shall (in addition to any other remedies which it may have under the Contract or otherwise) have the right (i) to deduct from the Price or require the Seller to pay, as liquidated damages a Purchase Order after sum calculated at the rate of 0.1% of the Price of the Goods and/or Services so delayed for each day which may elapse between the date of scheduled delivery and the actual date set forth of delivery, up to a maximum of 10% of the Price of the Goods and/or Services so delayed; AND/OR (ii) by giving 30 days’ notice to cancel all or any such items of the Goods and/or Services which have not been accepted by the Buyer (regardless of whether or not the same is due to be delivered or completed) without being liable therefore in such Purchase Orderdamages and obtain the same from other sources and all costs (including Buyer’s costs in sourcing for alternative supply and Price increases) incurred thereby may, at the Buyer’s option, be deducted from any monies due to or may become due to the Seller (whether under the Contract or otherwise) or shall be recoverable as damages, PROVIDED the time period for calculating liquidated damages payable under sub-para (i) for delay shall cease with respect to Goods or Services cancelled under sub-para (ii) at the end of the 30 days cancellation notice. Upon cancellation by the Buyer under sub-para (ii), all Articles on which the cancelled Services were to be performed shall forthwith be returned to the Purchaser and all payment (including advance payment) made towards the Price of Goods and Services cancelled shall be refunded forthwith to the Buyer.

Delivery. 5.1 Delivery terms are subject to and Unless otherwise agreed in writing, all deliveries of Products shall be interpreted made Ex Works of Seller’s factory (Incoterms 2018). All risks of loss or damage to the Products shall pass from the Seller to the Buyer when the Products are delivered to the Buyer in accordance with the terms agreed trade term as defined. The Seller may make deliveries in installments which will be invoiced individually. The Buyer will make payment in accordance with clause 4 of Incoterms 2010 these Standard Terms and Conditions. Times specified in for delivery of the Agreement. 5.2 Unless Products are given and intended as estimates only unless otherwise specifically agreed to by the parties 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 the Seller may deliver a reasonable opportunity to comply therewith. The Buyer shall have the Products in partial deliveries right to cancel the Contract by serving written notice to the Seller if the Seller is unable, due to circumstances for which it is fully responsible, to comply with the extended or postponed delivery time and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller has stated in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products writing when agreeing to the location specified in new delivery time that it will refuse to take delivery if the Agreementnew delivery date is not met. In no event shall the Seller be bound to tender delivery liable for indirect, special, consequential, or punitive damages arising out of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and or in connection with the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting late delivery of the Products. The Buyer shall inspect or have inspected the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then delivered and shall notify the Seller may (without prejudice to in writing of any other right discrepancy regarding the quantity, specification, or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery quality of the 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. If Buyer timely notifies Seller of any nonconforming Products, the Seller shall replace incorrect Products and deliver additional Products to meet the ordered quantity. The foregoing shall be Buyer’s exclusive remedy with respect to nonconforming Products. The Buyer shall not return any Products without the prior written permission of the Seller. Submitting a claim shall at no time release the Buyer from its obligations under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the AgreementContract. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Seller acknowledges that all terms as to quantity, quality, specifications, and time of delivery are material elements of this Order and must be strictly complied with. Time is of the essence with respect to delivery of goods covered by this Order. Delivery terms are subject to must be in strict compliance with the schedule contained in this Order and shall be interpreted made by Seller at such times and places and of such items and quantities as may be specified by KUKA ASSEMBLY AND TEST. KUKA ASSEMBLY AND TEST shall have no liability to Seller for goods delivered to KUKA ASSEMBLY AND TEST either later than the time, or in accordance with excess of the terms quantities, specified which goods may be returned by KUKA ASSEMBLY AND TEST to Seller at Seller's cost. Goods fabricated in excess or in advance of Incoterms 2010 specified KUKA ASSEMBLY AND TEST's release are at Seller's sole risk. If Seller encounters or anticipates difficulty in meeting the Agreement. 5.2 Unless otherwise specifically agreed to by the parties delivery schedule, Seller must immediately notify KUKA ASSEMBLY AND TEST in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Providedgiving pertinent details; provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result receipt of such limitation data shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is for information purposes only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be construed as a waiver by KUKA ASSEMBLY AND TEST of any scheduled delivery date or of any other rights or remedies provided by law or this Order. If Seller fails to make timely delivery of all or any portion of the goods covered by any Purchase Order, or if any of the goods delivered to KUKA ASSEMBLY AND TEST are defective or not in conformity with any Purchase Order, then KUKA ASSEMBLY AND TEST may retain all or any portion of the goods delivered and return, at Seller's sole cost and expense, those goods not retained- all without waiver of any claim KUKA ASSEMBLY AND TEST may have against Seller for Seller's breach including, without limitation, the right to damages and the right to cancel any Purchase Order. A breach of either these Terms and Conditions or any Purchase Order by Seller will also constitute a breach by Seller of the Agreement as to any other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth Purchase Order between Seller and KUKA ASSEMBLY AND TEST entitling KUKA ASSEMBLY AND TEST, in the Agreement, then the Seller may (without prejudice addition to any other right remedies it may have, at law or remedy available in equity, to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of cancel such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant other Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the AgreementOrders. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery terms are subject to and (1) Our delivery shall take place ex work (EXW Incoterms 2000), unless anything eise has been agreed upon in writing. The time at which the risk of damage or lass of the goods shall pass shall be interpreted fixed in accordance with the terms interpretation of Trade Terms of the International Chamber of Commerce of Paris (Incoterms 2010 specified in the Agreement2000). 5.2 (2) We shall have the right to reasonable delivery in installments. (3) In the case of call delivery orders, the full ordered quantity shall be deemed called off by the contractual partner one calendar month after expiration of the agreed call-off time period, or, if a time period has not been agreed upon, then three calendar months after conclusion of the contract. (4) lf the purchaser is entitled to classify call-off quotas, and he does not carry out such classification within one calendar month after expiration of the relevant agreed call-off time period, or, if such a time period has not been agreed upon, within one month after being requested to do so by us, then we are entitled to classify, deliver and calculate the total ordered quantity at our discretion. (5) Our delivery obligation shall at all times be subject to timely and orderly receipt of the goods from our own suppliers. (6) Unless otherwise specifically expressly agreed to by the parties in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial any indicated time of delivery accordingly. The quantity of Products shipped or unloading shall be non-binding. (7) Any inability to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped supply as a result of such limitation force majeure or other unforeseen incidents outside our responsibility including, without limitation, strike, lock out, acts of public authorities, subsequent cease of export or import opportunities and our reservation of timely supply from on own supplies in accordance with subsection (5) above shall, for their duration and in accordance with their impact, relieve us from the obligation to comply with any agreed time for delivery and unloading. (8) lf any agreed time of delivery or unloading shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery exceeded and there shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as no incident referred to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 in subsection (three7) days from the date of delivery set forth in the Agreementabove, then the Seller may (without prejudice Purchaser must specify to any other us a reasonable cure period of minimum two weeks. lf we shall fail to meet such deadline also, then the Purchaser shall have the right to rescind the agreement but s hall have no right to seek compensation for breach of contract or remedy available to it) do any default unless in cases of willful misconduct or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreementgross negligence on our part. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery 6.1 Except as otherwise agreed by both parties in writing all Goods are delivered EXW (ex works) Seller’s manufacturing plant stated in the relevant purchase order. EXW (ex works) is as defined in INCOTERMS 2010. The Buyer will provide at its expense adequate and appropriate equipment and manual labour for loading or off-loading (as appropriate) the Goods. 6.2 All delivery dates and times are estimates and not legally binding on the Seller, which will use its reasonable endeavours to make available for collection or deliver (as appropriate) on time. If no delivery dates and/or times are specified, delivery will be within a reasonable time. Time of delivery will not be of the essence. 6.3 The Seller will be deemed not to be in breach of the Contract, and (for the avoidance of doubt) will not be liable in contract, tort or otherwise howsoever and whatever the cause thereof, to the Buyer for any direct, indirect or consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, depletion of goodwill and similar), costs, damages, charges or expenses caused directly or indirectly by any delay or failure in the delivery of the Goods (even if caused by the Seller’s negligence) except as set out in this Condition 8 and in the case of its wilful default or fraud. 6.4 Any additional costs incurred by the Seller for express deliveries undertaken at the request of the Buyer are subject for the account of the Buyer and will be added to the Prices and shall be interpreted invoiced in accordance with Condition 13.2. 6.5 Any delay in delivery will not entitle the terms Buyer to cancel the purchase order. The Seller shall be entitled to perform two different delivery attempts should the first attempt fail due to a reason attributable to the Seller. In the event the second attempt also fails, due to a reason attributable to the Seller, the Buyer shall be entitled to withdraw the purchase order provided the Buyer has given 15 days’ written notice to the Seller requiring the delivery to be made and the Seller has not fulfilled the delivery within that period. If the Buyer cancels the purchase order in accordance with this Condition 6.5 then: 6.5.1 the Seller will refund the Buyer any sums which the Buyer has paid to the Seller in respect of Incoterms 2010 specified that purchase order or part of the purchase order which has been cancelled; and 6.5.2 the Buyer will be under no liability to make any payments under Condition 13 in respect of that purchase order or part of the purchase order which has been cancelled. 6.6 Subject to Condition 11, in the Agreement. 5.2 Unless otherwise specifically agreed to by the parties in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity event of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting non-delivery of the Products for more than 3 (three) days from Goods following the date service of delivery set forth in a written notice by the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for Buyer under Condition 6.5 the Seller's account; (ii) Claim from ’s liability for such non-delivery will be limited to the Buyer any reasonable and proper costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. If the Buyer fails to provide written notice of non-delivery in accordance with Condition 6.5, the Seller as a result of shall have no liability whatsoever to the Buyer for such delay; (iii) Store non-delivery and the Products Buyer shall be liable for the Price of the Goods. 6.7 If the Buyer at the Buyer's expense; and/or (iv) Cancel the refuses or fails to take delivery of any of the Products ordered under Goods when they are ready or tendered for delivery (as appropriate) or to provide any instructions, documents, licences or authorisations required to enable the relevant Purchase Order or cancel the Agreement with regards to any Products that remain Goods to be delivered under the Agreement. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by on time (except solely on account of the Seller’s delivery default), the Goods will be deemed to have been delivered on or by the due date and (without prejudice to its other rights) the Seller may: 6.7.1 store or arrange for storage of the Products ordered Goods until actual delivery or sale in accordance with Condition 6.7.2 and charge the Buyer for all related costs and expenses (including storage and insurance); and/or 6.7.2 following written notice to the Buyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the Price of the Goods under a Purchase Order after the delivery date set forth Contract, having taken into account any charges related to the sale and any charges referred to in such Purchase OrderCondition 6.7.1.

Delivery. 5.1 Delivery terms are subject to 10.1. Any delivery date indicated by Synertech Innovations shall merely be regarded as the estimated date of delivery and shall be interpreted in accordance with the terms of Incoterms 2010 specified in the Agreementnot bind Synertech Innovations to effect delivery on or near such date. 5.2 Unless otherwise specifically agreed to by the parties in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly10.2. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation customer shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller accept delivery whenever it is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries tendered and the failure of any delivery shall not be a breach of the Agreement as entitled to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days resile from the date of delivery set forth agreement nor to withhold or defer any payment nor to a reduction in the Agreement, then the Seller may (without prejudice price nor to any other right or remedy available against Synertech Innovations (whether for losses, costs, damages, expenses, interest or otherwise) on account of delays in effecting delivery, partial delivery or non-delivery, whether occasioned by any negligent (including grossly negligent) act or omission attributable to it) do Synertech Innovations. 10.3. If delivery of any or several particular order is to be effected in consignments, Synertech Innovations shall not be obliged to deliver any part of the following: order until the purchase price which is due in respect of the part of the order which has already been delivered has been paid (i) Sell also refer to paragraph 18.2. 10.4. If the Products goods are to be delivered by road, the customer shall be obliged to procure that the delivery destination shall be easily accessible to road transport vehicles. Unless specifically quoted for the Seller's account; cost of goods does not include delivery or transport costs. The customer shall be responsible for off-loading the goods at the delivery destination at the customer’s risk and costs. If the goods are to be transported by rail, the customer, at his risk, shall be responsible for collection of the goods at the railhead and the goods shall be regarded as delivered, if Synertech Innovations has agreed to deliver it at the railhead, when Synertech Innovations delivers it to the railhead to be so transported. 10.5. If Synertech Innovations agrees to engage a third party to transport the goods, then Synertech Innovations is hereby authorized to engage a third party of its choice on the customer’s behalf and on the terms deemed fit by Synertech Innovations, at the costs and risk of the customer to collect the goods (iiwhich shall constitute delivery when it is so collected) Claim from and transport it to the Buyer Customer. The customer hereby indemnifies Synertech Innovations against any costs and expenses incurred by claims that may arise against Synertech Innovations from such engagement. 10.6. The customer shall be obliged to inspect all goods upon delivery and shall endorse the Seller delivery note as a result to any missing or damaged goods and the onus of such delay; (iii) Store proof of any missing or damaged goods shall rest on the Products customer. No claims for missing or damaged goods shall be valid unless the Buyer at delivery note has been endorsed as aforesaid and unless, in addition, the Buyer's expense; and/or (iv) Cancel customer notifies Synertech Innovations in writing within 3 business days of the delivery of the Products ordered under goods of the relevant Purchase Order or cancel claim in question and specifying the Agreement with regards goods relating to any Products that remain to be delivered under the Agreementsuch claim. 5.6 10.7. The Seller's rights under this Section customer shall not be deemed waived or otherwise prejudiced by the Seller’s obliged to furnish all information necessary to enable delivery of the Products ordered under relevant goods to be effected. If the customer fails or refuses to furnish the information, delays, or fails or refuses to take delivery or fails to make payment, the goods shall notwithstanding the provisions of clause 7 be deemed to have been delivered to the customer forthwith. The customer shall be obliged to collect the relevant goods from Synertech Innovations at his risk and costs. The risk in and to the goods shall pass to the customer on the deemed date of delivery and Synertech Innovations shall, in addition to any other rights it may have, be entitled to charge the customer for the storage of the goods at a Purchase Order after storage rate of 1% per month or portion thereof calculated on the value of the goods stored as from the date of delivery until the date set forth in such Purchase Orderit is collected by the customer and payable before collection thereof.

Delivery. 5.1 6.1 Subject to agreement of the parties and to the procedures set forth herein, delivery and receipt of the crude oil sold under this Agreement shall be based on FOB vessels to be supplied by BUYER or BUYER’s ASSIGNEE at the loading terminal at [REDACTED], operated by SUMED (“SELLER’s Supplier”). 6.2 SELLER agrees to deliver or cause to be delivered crude oil to BUYER or BUYER’s ASSIGNEE and BUYER or BUYER’s ASSIGNEE agree to receive the same or cause the same to be received from SELLER in accordance with monthly lifting schedules agreed upon; provided, however, that SELLER, while according nondiscriminatory treatment to buyers, shall not be required to furnish a quantity of any grade of crude oil exceeding the capacity of its facilities. BUYER’s ASSIGNEE performance hereunder shall not relieve BUYER of any of its obligations under this Agreement as further provided in Paragraph 6.7 below. 6.3 SELLER, at its discretion, may cause its affiliate, Bolanter Corporation N.V. (“Bolanter”), or such other third party affiliated with SELLER as SELLER shall designate in writing (“Third Party Affiliate”), to perform SELLER’s obligation to deliver crude oil under this Paragraph 6, provided SELLER’s so doing shall not relieve SELLER of any of its obligations under this Agreement. 6.4 BUYER shall submit a monthly lifting schedule by the fifth (5th) day of each month preceding the Scheduled Month of Delivery. BUYER shall also submit at this time a provisional nomination schedule for the first fifteen (15) days of the month following the Scheduled Month of Delivery. If the fifth (5th) day is a non-working day in London, then the BUYER shall submit a monthly lifting schedule and a provisional nomination schedule by the nearest preceding working day in London. The requested monthly lifting schedule and provisional nomination schedule shall contain a preferred one (1) day date for each lifting. SELLER shall attempt to accommodate BUYER’s proposed schedule but shall only guarantee lifting dates during the last ten (10) days of the Scheduled Month of Delivery, using its best efforts to provide lifting dates during the five (5) days preceding the last ten (10) days in the Scheduled Month of Delivery. The vessel nominated by BUYER or BUYER’s ASSIGNEE shall be deemed to have arrived at the load port on the accepted date if it arrives at the customary anchorage within one (1) day before or one (1) day after the date accepted by SELLER. Any subsequent revisions requested by the BUYER and accepted by the SELLER shall be limited to a one (1) day acceptance range and the vessel nominated by BUYER or BUYER’s ASSIGNEE shall be deemed to have arrived at the load port only on the accepted date. 6.5 SELLER shall authorize SUMED to deliver the crude oil to BUYER or BUYER’s ASSIGNEE and BUYER or BUYER’s ASSIGNEE shall arrange with SUMED to lift and receive delivery of the crude oil. Delivery terms are and lifting of crude oil at [REDACTED] shall be subject to and shall be interpreted in accordance with the terms standard terms, conditions, port limitations, practices and procedures of Incoterms 2010 specified in SUMED. BUYER and BUYER’s ASSIGNEE also agree to comply with the operation, lifting, and nomination procedures and obligations required of SELLER, pursuant to the Long Term Transportation Agreement between Bolanter and SUMED (the “Transportation Agreement”). 5.2 Unless otherwise specifically agreed to by the parties in writing6.6 BUYER and BUYER’s ASSIGNEE shall defend, the Seller may deliver the Products in partial deliveries indemnify and invoice the Buyer for each such partial delivery accordingly. The quantity hold harmless SELLER, Bolanter, and any Third Party Affiliate from and against all claims, demands and liabilities of Products shipped to Buyer by Seller in any month may be limited by Sellerkind whatsoever asserted against SELLER, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract monthsBolanter, or (ii) the maximum estimated quantity covered hereunder divided any Third Party Affiliate by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped any party as a result of BUYER’s failure to comply with the aforesaid terms, conditions, port limitations, practices and procedures, or as a result of deballasting of dirty ballast water by BUYER or BUYER’s ASSIGNEE. 6.7 Since SELLER is neither the terminal operator nor in control of any of the terminal operations, it is expressly understood and agreed that SELLER will not be liable to BUYER or BUYER’s ASSIGNEE for any demurrage, unless such demurrage is caused by SELLER’s failure to make the crude oil available for delivery. In those instances in which demurrage is incurred because of SELLER’s failure, BUYER or BUYER’s ASSIGNEE shall present its claim for reimbursement to SELLER at least sixty (60) days prior to the expiration of the time limitation shall be deducted for demurrage claims set out in the applicable terminal regulations. Where BUYER’s demurrage claim does not arise from SELLER’s failure, as an accommodation to BUYER, SELLER will present to the terminal operator, on behalf of BUYER or BUYER’s ASSIGNEE, any claim for demurrage that is presented by BUYER to SELLER at least sixty (60) days prior to the expiration of the time limitation for such demurrage claims, as set out in the applicable terminal regulations. After SELLER, on BUYER’s behalf, has presented a demurrage claim to the terminal operator, SELLER will follow up and make reasonable efforts, short of arbitration or litigation, to effect recovery. SELLER will promptly remit to BUYER any monies received from the estimated quantity to be purchased by Buyer hereunderterminal operator in whole or partial satisfaction of the demurrage claim of BUYER or BUYER’s ASSIGNEE with the terminal operator. 5.3 The Seller is only responsible for delivering the Products 6.8 Notwithstanding anything else to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth contrary elsewhere in the Agreement, then should SELLER in its sole judgment determine that BUYER’s ASSIGNEE has failed in any respect to perform in accordance with its obligations under this Agreement, or that BUYER’s ASSIGNEE has become bankrupt or insolvent or otherwise unable to meet its financial obligations, BUYER shall continue to be directly liable to SELLER for the Seller may (without prejudice to any other right or remedy available to it) do any or several performance of the following: obligations assigned to BUYER’s ASSIGNEE hereunder. Notwithstanding the foregoing, all Bills of Lading issued hereunder shall name BUYER as consignee. PBF HOLDING LLC - [REDACTED] - 01 02 11 (ises) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result Page 7 of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreement. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.12

Delivery. 5.1 Delivery terms Landlord shall deliver the Expansion Premises to Tenant in vacant, broom clean condition and otherwise in substantially the same condition in which the Expansion Premises are subject in as of the date of this First Amendment excluding any personal property of Omniox (except to and the extent that Tenant or any Tenant Party is responsible for any changes in such condition of the Expansion Premises) (“Delivery” or “Deliver”) on or before the Target Expansion Premises Commencement Date. The “Target Expansion Premises Commencement Date” shall be interpreted in accordance with November 1, 2015. If Landlord fails to timely Deliver the terms of Incoterms 2010 specified in the Agreement. 5.2 Unless otherwise specifically agreed to by the parties in writingExpansion Premises, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery Landlord shall not be a breach liable to Tenant for any loss or damage resulting therefrom, and this First Amendment shall not be void or voidable except as provided herein. If Landlord does not Deliver the Expansion Premises within 90 days of the Agreement as to Target Expansion Premises Commencement Date for any reason other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the AgreementForce Majeure delays, then the Seller Lease with respect to the Expansion Premises only may be terminated by Tenant by written notice to Landlord, and if so terminated by Tenant: (without prejudice a) the additional Security Deposit delivered pursuant to Section 7 of this First Amendment, or any other right or remedy available balance thereof (i.e., after deducting therefrom all amounts to it) do any or several which Landlord is entitled under the provisions of the following: Lease), shall be returned to Tenant, and (ib) Sell neither Landlord nor Tenant shall have any further rights, duties or obligations under this First Amendment with respect to the Products for Expansion Premises. If Tenant does not elect to terminate the Seller's account; (ii) Claim from Lease with respect to the Buyer any costs and expenses incurred by Expansion Premises only within 5 business days of the Seller as a result lapse of such delay; 90 day period (iii) Store as extended for Force Majeure delays), such right to terminate the Products Lease with respect to the Expansion Premises only shall be waived and this First Amendment shall remain in full force and effect. For the avoidance of doubt, notwithstanding anything to the contrary contained herein, if Tenant terminates the Lease with respect to the Expansion Premises pursuant to this paragraph, then this First Amendment shall terminate except for Sections 4 and 5 as they relate to the Buyer at Original Premises and Section 8, which shall remain in full force and effect with respect to the Buyer's expense; and/or (iv) Cancel the delivery Original Premises only following such termination of the Products ordered under Lease with respect to the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the AgreementExpansion Premises. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery terms are subject (a) Upon completion of the construction of the Platform and the tests and trials as provided in the Specifications, Seller shall tender delivery of the Platform to Buyer. Prior to tendering delivery, Seller shall have remedied at Seller's sole cost and expense any defects discovered by Buyer or Seller in Seller's workmanship or materials including installation of Buyer Furnished Equipment or any other nonconformity of the Platform with the requirements of the Specifications and performed any retests necessary to ensure that such items have been fully corrected. Buyer shall accept such tender of delivery, and Buyer shall not have the right to refuse to accept delivery of the Platform provided the same is substantially completed and capable of being utilized by Buyer. Any remaining items shall be interpreted in accordance with completed by Seller following delivery and prior to departure of the terms Platform from Seller's Yard, or Buyer and Seller may mutually agree on an appropriate reduction of Incoterms 2010 specified in the AgreementContract Price for such remaining items. 5.2 Unless otherwise specifically agreed (b) On the Delivery Date, Buyer shall pay to by Seller all amounts payable under this Agreement and Seller and Buyer shall execute and deliver a Protocol of Acceptance and Delivery acknowledging delivery of the parties in writing, the Platform. Seller may shall further deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Sellera ▇▇▇▇ of Sale confirming the conveyance of title to the Platform to the Buyer, in its sole discretion, to either which ▇▇▇▇ of Sale shall (i) generally describe the average of the monthly quantities purchased by Buyer for the preceding contract monthsPlatform as a mobile, or 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 Buyer) in favor of the maximum estimated quantity covered hereunder divided by Buyer, and (iii) be deemed to contain the number additional warranties and covenants set forth in Section 11 hereinbelow without the necessity of months making any reference to such warranties in the current period ▇▇▇▇ of this AgreementSale. Provided, however, that if different quantities apply Seller shall also deliver to different time periods within this Agreement, Seller may limit shipments based upon Buyer the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender remaining delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery documents set forth in the AgreementSpecifications. (c) Seller shall deliver the Platform along side Seller's dock at the Yard. Following delivery, then Buyer shall have the right to dock the Platform at Seller's Yard for a period not to exceed fourteen (14) days, after which time the Platform must depart from Seller's Yard. During such post-delivery docking period, Buyer shall pay to Seller may (without prejudice its standard charges for shore power, potable water, and security guard service. All such charges must be paid by Buyer to any other right or remedy available Seller prior to it) do any or several departure of the following: (i) Sell the Products for the Platform from Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the AgreementYard. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery terms are subject to and 3.2.1 All Products shipped domestically (i.e., within the U.S.) shall be interpreted in accordance with shipped to the terms location expressed on the Purchase Order, via FCA ▇▇▇▇▇▇▇▇’▇ manufacturing facility (INCOTERMS 2020). All Products shipped internationally shall be shipped to the location expressed on the Purchase Order, via Ex Works ▇▇▇▇▇▇▇▇’▇ manufacturing facility (INCOTERMS 2020). ▇▇▇▇▇▇▇▇ shall (a) pack each of Incoterms 2010 specified in the Agreement. 5.2 Unless otherwise specifically agreed to by the parties in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer a manner suitable for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Sellerexport shipment, in its sole discretion, to either (ib) the average of the monthly quantities purchased by Buyer arrange for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery shipment of the Products and (c) place the Products on a common carrier for more than 3 (three) days from shipment and shall promptly forward the date full set of requisite shipping documents to Buyer. Accordingly, title to the Products and risk of loss thereof shall transfer to Buyer upon delivery to such common carrier. All shipments shall be accompanied by a packing slip that describes the Products, states the Purchase Order number, part number and quantity delivered and shows the shipment’s destination. Disposal of all packaging and packing materials is Buyer’s responsibility. For clarity, ▇▇▇▇▇▇▇▇ shall manufacture Products solely at its facility in Reno, Nevada, except as expressly set forth in the Agreement, then the Seller may (without prejudice to any other right applicable Project Work Scope Schedule or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred otherwise mutually agreed in writing by the Seller Parties. 3.2.2 In order for ▇▇▇▇▇▇▇▇ to ensure that all Products are shipped timely, Buyer shall submit a completed Site Requirement form as a result of such delay; (iii) Store the Products for the Buyer referenced within Exhibit 5 to ▇▇▇▇▇▇▇▇ at the Buyer's expense; and/or (iv) Cancel least 30 days prior to the delivery date. Failure to do so may cause a delay in shipping of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreement. 5.6 The Seller's rights under this Section Product, for which ▇▇▇▇▇▇▇▇ shall not be deemed waived liable. 3.2.3 When assistance from third party riggers is required to assist with placement of Instruments the expense will, to the extent incurred by ▇▇▇▇▇▇▇▇, be added to the respective invoice and be the responsibility of Buyer. 3.2.4 For shipments of Products requested by Buyer to be delayed by more than 60 days in accordance with section 2.5.3, the Parties agree that (a) as to Instruments, Buyer is permitted to reschedule shipment of up to two Instruments at no additional charge, (b) for each Instrument, Buyer shall be responsible to pay ▇▇▇▇▇▇▇▇ a monthly storage fee of $[***] USD per unit that is not shipped on or otherwise prejudiced by the Seller’s delivery 60th day, and (c) as to Consumables, Buyer is permitted to reschedule shipment at no additional charge. Buyer shall remit payment of such charges applied in this section 3.2.4 (b) within 45 days of the Products ordered under a Purchase Order after date of receipt of an applicable invoice from ▇▇▇▇▇▇▇▇ following the delivery date set forth in such Purchase Orderapplicable storage.

Delivery. 5.1 Delivery terms are 6.3.1. Product shall be delivered EXW (ex-works) Lonza’s Facility (as defined by Incoterms 2010) meaning that risk of loss to Product passes to Kolltan 1) after Lonza has provided the Batch Documentation to Kolltan and 2) on the date Lonza places Product at the disposal of Kolltan’s carrier at Lonza’s premises not cleared for export and not loaded onto any collecting vehicle subject to Lonza having provided at least [**] weeks’ notice of such date (“Deliver,” “Delivery,” or “Delivered,” as appropriate). In the event of any conflict between EXW as defined by Incoterms 2010 and the terms contained herein, the terms contained herein shall prevail. Lonza shall take all reasonable steps, including communicating in advance with Kolltan, coordinating and scheduling to the extent possible with Kolltan so that Delivered Products are not awaiting transportation at Lonza’s premises for longer than [**] calendar days. Transportation of Product, whether or not under any arrangements made by Lonza on behalf of Kolltan, shall be interpreted made at the sole risk and expense of Kolltan. 6.3.2. Lonza shall provide within the Facility an area or areas where Kolltan Materials are stored in accordance with the terms Applicable Laws and Specifications and in such a way as to be able at all times to clearly distinguish such materials from products and materials belonging to Lonza, or held by Lonza for a third party’s account. Lonza will at all times take such measures as are required to protect the Kolltan Materials from risk of Incoterms 2010 specified in loss or damage at all stages of the provision of Services under this Agreement. Lonza will immediately notify Kolltan if at any time it believes the Product or Kolltan Materials have been damaged, lost or stolen. 5.2 Unless otherwise specifically agreed 6.3.3. At Kolltan’s request, Lonza may Deliver Product prior to delivery of the Batch Documentation. Such request shall be accompanied by the parties in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either Kolltan’s written acknowledgement that (i) the average Product has been Delivered without the transmittal to Kolltan of the monthly quantities purchased by Buyer for Batch Documentation and accordingly the preceding contract monthsProduct cannot be administered to humans until transmittal of the Batch Documentation, or and (ii) Kolltan nevertheless accepts full risk of loss, title and ownership of the maximum estimated quantity covered hereunder divided Product. The Delivery of Product under these circumstances shall be subject to such testing requirements as Lonza may reasonably require. 6.3.4. Unless otherwise agreed, Lonza shall package and label Product for Delivery in accordance with its standard operating procedures. It shall be the responsibility of Kolltan to inform Lonza in writing in advance of any special packaging and labeling requirements for Product. All additional costs and expenses of whatever nature incurred by Lonza in complying with such special requirements shall be charged to Kolltan in addition to the number Price. 6.3.5. The process and procedures for the delivery and acceptance/rejection of months all Deliverables not otherwise set forth in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within Clause 6 or elsewhere in this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation Schedules or Future Schedules shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products Project Plan for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreementeach Project. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery terms are subject to and 4.1. Arkay shall be interpreted in accordance with the terms of Incoterms 2010 specified in the Agreement.ensure that: - 5.2 Unless otherwise specifically agreed to by the parties in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for (a) each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from Goods is accompanied by a delivery note which shows the date of the Order Confirmation, all relevant Customer and Arkay reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and (b) if Arkay requires the Customer to return any packaging materials to Arkay, that fact is clearly stated on the delivery set forth note. The Customer shall make any such packaging materials available for collection at such times as Arkay shall reasonably request. Returns of packaging materials shall be at the Customer’s expense. 4.2. ▇▇▇▇▇ shall deliver the Goods to the Delivery Location at any time after Arkay notifies the Customer that the Goods are ready. Arkay shall give the Customer not less than 2 days’ notice that the Goods are ready and the proposed date of the delivery of the Goods. 4.3. Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location (Delivery Completion). The Customer shall grant Arkay access to the Delivery Location in order to effect delivery of the Goods and the Customer shall be responsible for off-loading the Goods. Any dates quoted for delivery or in the AgreementOrder Confirmation are approximate only, then and the Seller may (without prejudice to any other right or remedy available to it) do any or several time of delivery is not of the followingessence. 4.4. If the Customer fails to take actual delivery of the Goods within 2 Business Days of Arkay notifying the Customer under Clause 4.2 that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Arkay's failure to comply with its obligations under the Order then: - (ia) Sell delivery of the Products Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which Arkay notified the Customer that the Goods were ready; and (b) Arkay shall store the Goods until delivery actually takes place and the Customer shall pay for the Seller's account; (ii) Claim from the Buyer any all related costs and expenses incurred by Arkay (including without limitation storage, delivery and transportation costs and insurance). 4.5. If within 10 Business Days after the Seller as a result of such delay; (iii) Store day on which ▇▇▇▇▇ notified the Products Customer that the Goods were ready for delivery the Buyer at the Buyer's expense; and/or (iv) Cancel the Customer has not taken delivery of them, Arkay may resell or otherwise dispose of part or all of the Products ordered under Goods and, after deducting reasonable storage, handling and selling costs, account to the relevant Purchase Order Customer for any excess over the price of the Goods or cancel charge the Agreement with regards to Customer for any Products that remain to be delivered under shortfall below the Agreementprice of the Goods. 5.6 The Seller's rights under this Section 4.6. Arkay may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not be deemed waived or otherwise prejudiced by entitle the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase OrderCustomer to cancel any other instalment.

Delivery. 5.1 Delivery terms are subject The Supplier shall provide the Services specified in the Purchase Order to and shall be interpreted the Site(s) in accordance with the terms of Incoterms 2010 Milestones. The Supplier shall deliver the Products specified in the Agreement. 5.2 Unless otherwise specifically agreed Purchase Order to by the parties Delivery Location on the Delivery Date. Delivery of the Products shall be complete on the completion of the unloading of the Products at the Delivery Location (Delivery). Title and risk in writing, the Seller may Products shall pass to L&P on Delivery. The Supplier shall not deliver the Products in partial deliveries and invoice by instalments except with the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average prior written consent of the monthly quantities purchased by Buyer for L&P. If the preceding contract monthsProducts are not delivered on the specified Delivery Date then without limiting any other right or remedy L&P may have, or (ii) L&P may: refuse to take any subsequent attempted delivery of the maximum estimated quantity covered hereunder divided by Products; terminate the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted Agreement with immediate effect; obtain substitute products from another supplier and recover from the estimated quantity Supplier any costs and expenses reasonably incurred by L&P in obtaining such substitute products; and subject to be purchased by Buyer hereunder. 5.3 The Seller is only responsible clause 16 (Limitation of liability), claim damages for any other costs, expenses or losses resulting from the Supplier's failure to deliver the Products on the Delivery Date, provided that the Supplier shall have no liability for any failure or delay in delivering the Products to the location specified in extent that such failure or delay is caused by the L&P's failure to comply with its obligations under this Agreement. In no event shall Seller be bound If L&P fails to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting accept delivery of the Products for more than 3 (three) days from on the date of delivery set forth in specified Delivery Date, then, except where such failure or delay is caused by the Supplier's failure to comply with its obligations under this Agreement, then the Seller may (without prejudice Order shall be deemed to any other right or remedy available to it) do any or several of have been delivered at 9.00am on the following: (i) Sell Delivery Date and the Supplier shall store the Products until delivery takes place, and charge L&P for the Seller's account; (ii) Claim from the Buyer any all reasonable related costs and expenses incurred (including insurance). Each Delivery of Products shall be accompanied by a delivery note from the Seller as a result Supplier showing the Purchase Order number, date of the Purchase Order and type and quantity of Products included in the delivery. If the Supplier requires L&P to return any packaging materials to the Supplier, that fact must be clearly stated on the delivery note accompanying and any such delay; (iii) Store the Products for the Buyer returns shall be at the BuyerSupplier's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreement. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery terms are subject to and shall be interpreted in accordance with the terms of Incoterms 2010 specified in the Agreement. 5.2 Unless otherwise specifically agreed to by the parties in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The 3.1.1 Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be legally bound to tender by all delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery times set forth in the AgreementOrder. Unless otherwise agreed in writing, then part-, over-, early- or short-deliveries are not allowed. 3.1.2 Seller is obliged to immediately inform ▇▇▇▇▇ as soon as it is reasonably foreseeable for Seller that the delivery time cannot be adhered to. If Seller delivers the goods or completes the services later than scheduled, ▇▇▇▇▇ is entitled to all claims under the applicable laws including the right to withdraw from the contract and the claim for damages in lieu of performance if the Buyer has without result set a reasonable period for the Seller for performance or cure. 3.1.3 If Seller delivers the goods or completes the services later than scheduled, Buyer may assess liquidated damages of 3% (without prejudice at least EUR 500) of the total amount of the Order per each commencing week for the delay period. Notwithstanding the foregoing, the amount of the liquidated damages shall not exceed 15% (at least EUR 2.500) of the total amount of the Order. ▇▇▇▇▇ is entitled to claim liquidated damages in addition to ▇▇▇▇▇`s claim for performance under the Order. Buyer’s resort to liquidated damages for the delay period does not preclude ▇▇▇▇▇’s right to other remedies and claims. 3.1.4 All delivery designations are INCOTERMS 2010. The respective delivery designation is also the place where Seller`s delivery obligations are fulfilled (place of fulfillment). Unless otherwise stated, all goods provided under this Order shall be delivered FCA Seller’s facility. However, goods that are to be shipped directly to Buyer’s customer or a location designated by Buyer’s customer that are: (a) not to be exported; or (b) exported from the United States of America (“U.S.”), shall be delivered EXW Seller’s facility. The term EXW used herein is modified from the INCOTERMS 2010 definition to mean “EXW with Seller responsible for loading the goods at Seller’s risk and expense”. Buyer may specify contract of carriage in all cases. Failure of Seller to comply with any such Buyer specification shall cause all resulting transportation charges to be for the account of Seller and give rise to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreementlegal remedies available. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 (A) The delivery times provided by the Seller are an indication only and depend on various factors such as availability of the Seller’s stock and, if required under the Contract, receipt of the Buyer’s instructions or approval. Accordingly, time for delivery shall not be of the essence. Delivery terms are subject to and of the Goods shall be interpreted in accordance with the terms of Incoterms 2010 specified specific incoterm stated in the Agreement. 5.2 Unless Quotation and unless otherwise specifically agreed to by agreed, ex-works from the parties in writing, Seller’s premises or such other location as the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordinglyadvises. The quantity of Products shipped to Buyer by Seller in any month may shall collect the Goods and be limited by Seller, in responsible for loading and transporting the Goods at its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current periodrisk and liability. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified delays in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under Goods shall not entitle the relevant Purchase Order Buyer to refuse to take delivery of the Goods, claim compensation or cancel other damages, withhold payments due or terminate the Agreement with regards to any Products that remain to be delivered under the AgreementContract. 5.6 (B) The Seller's rights under this Section Buyer shall accept delivery of any shipment or consignment of the Goods which is within ten percent (10%) of the Contract quantity. Payment for the Goods so delivered shall be increased or decreased on a pro rata basis. The Seller is not be deemed waived bound to deliver the Goods in one consignment and the Buyer shall accept split deliveries or otherwise prejudiced delivery by instalments. Goods are sent packed in accordance with the Seller’s normal practice. If the Buyer fails or refuses to take delivery of the Products ordered under Goods, the Buyer shall be liable for all costs, charges and expenses incurred including storage, handling and interest. (C) If Seller agrees to deliver the Goods, any shortage or visible damage to the Goods (including packing) must be noted on the ▇▇▇▇▇▇▇’▇ ▇▇▇▇ of lading or delivery note at the time of delivery or within such time as to enable the Seller to comply with the carrier’s conditions of carriage. Details of any shortage or damage must be sent immediately to the Seller in writing. If the bill of lading or delivery note is signed by or on behalf of the Buyer without exception such signature shall constitute conclusive proof that the Goods were received in good order and the quantity was correct. In the case of non-delivery of a Purchase Order after whole shipment or consignment, a written claim must be made within seven (7) days of the delivery date set forth in such Purchase Orderof the advice note or the invoice whichever is the later.

Delivery. 5.1 Delivery terms 8.1 If Goods are subject to be delivered by Resolution IT to the Customer, such Goods shall be delivered to the location set out in the Order. Unless it is otherwise agreed in writing, such Goods shall be delivered by any means chosen by Resolution IT and Resolution IT shall not be under any obligation to provide personnel, plant or power to assist the unloading of the Goods. 8.2 If the Customer is unable to take delivery of the Goods, Resolution IT may at its sole discretion store the Goods at its risk, but may be entitled to charge the Customer its reasonable costs for doing so. 8.3 Resolution IT shall make reasonable endeavours to avoid delay but no responsibility is undertaken for meeting any specific delivery dates. Accordingly, no liability will be accepted for any direct or indirect loss which may be caused by delayed delivery whether brought about by a cause beyond the control of Resolution IT or not. 8.4 Resolution IT shall be entitled to deliver the Goods, Rented Equipment or Loaned Equipment in one or more consignments unless otherwise agreed. 8.5 The Customer shall inspect the Goods immediately on delivery thereof and shall be interpreted within two Working Days from such delivery give Resolution IT notice of any matter or thing by reason whereof the Customer may allege that the Goods are not in accordance with the terms Contract or are defective in material or workmanship. If the Customer fails to give such notice the Goods shall be conclusively presumed to be in all respects in accordance with the Contract and free from any defect which would be apparent on any reasonable examination and the Customer shall be deemed to have accepted the Goods accordingly. If the Customer establishes to Resolution IT's reasonable satisfaction that the Goods are not in accordance with the Contract or are so defective, Resolution IT may elect to repair the Goods or to replace the Goods or to refund the purchase price against the return of Incoterms 2010 specified in the AgreementGoods. 5.2 Unless otherwise specifically agreed to by 8.6 If the parties Goods are lost or damaged in writing, transit the Seller may deliver Customer shall notify both Resolution IT and the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average carrier of the monthly quantities purchased by Buyer for loss or damage within two Working Days of the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunderdelivery. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery 8.7 Resolution IT shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products responsible for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result installation of such delay; (iii) Store the Products for the Buyer Goods, Rented Equipment or Loaned Equipment at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered Customer’s site under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreementterms of this Supplement. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery terms are subject to and of Products under a Contract shall be interpreted in accordance with the terms of Incoterms 2010 specified in the Agreement. 5.2 Unless otherwise specifically agreed to made by the parties in writing, Buyer collecting the Products at the Seller's Premises at any time but within 14 days (“the Delivery Period”) after the Seller may deliver has notified the Buyer that the Products in partial deliveries and invoice the Buyer are available for each such partial collection or if some other place for delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided is agreed by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructionsthat place. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting 5.2 Any dates quoted for delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then are approximate only and the Seller shall not be liable for any delay in delivery of the Products however caused. Failure to deliver by the quoted date will not be a sufficient cause for cancellation and the Seller will not be liable for any direct indirect consequential or economic loss or any costs charges or expenses suffered or incurred by the Buyer due to the delay in delivery. The Products may be delivered by the Seller in advance of the quoted delivery date having given reasonable notice to the Buyer. 5.3 Where the Products are to be delivered in instalments each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated. 5.4 If the Buyer fails to take delivery of the Products or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of the Seller's fault) then without prejudice to any other right or remedy available to it) do any or several the Seller the Seller may: 5.4.1 store the Products until actual delivery on behalf of the following: (iBuyer whereupon a) Sell delivery shall be deemed to have taken place b) all risk in the Products for the Seller's account; (ii) Claim from goods shall pass to the Buyer any c) the Buyer shall be liable for all related costs and expenses incurred by (including insurance); 5.4.2 charge the Seller as a result Buyer interest on the Contract amount at the rate of such delay; (iii) Store 2.5% per annum above the base rate of Natwest Bank PLC from the end of the Delivery Period to the actual date of delivery 5.4.3 sell the Products at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the Buyer at excess over the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered price under the relevant Purchase Order Contract or cancel charge the Agreement with regards to Buyer for any Products that remain to be delivered under shortfall below the AgreementContract price. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 4.1 The Supplier shall deliver the Goods to the Delivery terms are subject Location during Get Living’s normal business hours on the Delivery Date, or on such other date as agreed with Get Living. In the event that the Supplier has failed to and deliver the Goods within 7 days of the Delivery Date (or such other date as agreed with Get Living), Get Living may rescind the Order and, to the extent relevant, Supplier shall refund the Charges in respect of those Goods. 4.2 Delivery of the Goods shall be interpreted completed on the completion of unloading of the Goods at the Delivery Location. 4.3 Where it is agreed by Get Living in writing and in advance that the Goods may be delivered by instalments, they may be invoiced and paid for separately. 4.4 If Get Living fails to accept delivery of the Goods on the specified Delivery Date during Get Living’s normal business hours then, except where such failure or delay is caused or contributed to by the Supplier’s failure to comply with its obligations under this Agreement, the Supplier shall store the Goods until actual delivery takes place and may charge Get Living for the reasonable costs and expenses of such storage. 4.5 Each Delivery shall be accompanied by a delivery note from the Supplier showing the order number, the date of the Order, the type and quantity of Goods included in the Delivery and, in the case of an Order being delivered by instalments, the outstanding balance of Goods remaining to be delivered. 4.6 If the Supplier requires Get Living to return any packaging materials to the Supplier, that fact must be clearly stated on the delivery note accompanying the relevant Delivery, and any such returns shall be at the Supplier’s expense. 4.7 Risk in the Goods shall pass to Get Living on completion of Delivery in accordance with the terms of Incoterms 2010 specified clause 4.2. Title in the Agreement. 5.2 Unless otherwise specifically agreed Goods shall pass to Get Living on payment by the parties in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer Get Living for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this AgreementGoods. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller This clause 4.7 is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several the rights of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered rejection that Get Living may have under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the this Agreement. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery 8.1 Except as otherwise agreed by both parties in writing all Goods are delivered EXW (ex works) Seller’s manufacturing plant stated in the relevant purchase order. EXW (ex works) is as defined in INCOTERMS 2010. The Buyer will provide at its expense adequate and appropriate equipment and manual labour for loading or off-loading (as appropriate) the Goods. 8.2 All delivery dates and times are estimates and not legally binding on the Seller, which will use its reasonable endeavours to make available for collection or deliver (as appropriate) on time. If no delivery dates and/or times are specified, delivery will be within a reasonable time. Time of delivery will not be of the essence. 8.3 The Seller will be deemed not to be in breach of the Contract, and (for the avoidance of doubt) will not be liable, in contract, tort or otherwise howsoever and whatever the cause thereof, to the Buyer for any direct, indirect or consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, loss of contracts, loss of anticipated savings, depletion of goodwill and similar), costs, damages, charges or expenses caused directly or indirectly by any delay or failure in the delivery of the Goods (even if caused by the Seller’s negligence) except as set out in this Condition 8. 8.4 Any additional costs incurred by the Seller for express deliveries undertaken at the request of the Buyer are subject for the account of the Buyer and will be added to the Prices and shall be interpreted invoiced in accordance with Condition 14.2. 8.5 Any delay in delivery will not entitle the terms Buyer to cancel the purchase order 8.5.1 the Seller will refund the Buyer any sums which the Buyer has paid to the Seller in respect of Incoterms 2010 specified that purchase order or part of the purchase order which has been cancelled; and 8.5.2 the Buyer will be under no liability to make any payments under Condition 14 in respect of that purchase order or part of the purchase order which has been cancelled. 8.6 Subject to Condition 12, in the Agreement. 5.2 Unless otherwise specifically agreed to by the parties in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity event of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting non-delivery of the Products for more than 3 (three) days from Goods following the date service of delivery set forth in a written notice by the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for Buyer under Condition 8.5 the Seller's account; (ii) Claim from ’s liability for such non-delivery will be limited to the Buyer any reasonable and proper costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. The Seller as a result will have no liability for any failure to deliver to the extent that such failure is caused by the Buyer’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of such delay; (iii) Store the Products for Goods. If the Buyer at fails to provide written notice of non- delivery in accordance with Condition 8.5, the Seller shall have no liability whatsoever to the Buyer for such non-delivery. 8.7 If the Buyer refuses or fails to take delivery of any of the Goods when they are ready or tendered for delivery (as appropriate) or to provide any instructions, documents, licences or authorisations required to enable the Goods to be delivered on time (except solely on account of the Seller’s default), the Goods will be deemed to have been delivered on or by the due date and (without prejudice to its other rights) the Seller may: 8.7.1 store or arrange for storage of the Goods until actual delivery or sale in accordance with Condition 8.7.3 and charge the Buyer for all related costs and expenses (including storage and insurance); and/or 8.7.2 recover from the Buyer all wasted transport costs resulting from the Buyer's expense; and/or (iv) Cancel the ’s refusal or failure to take delivery of the Products ordered Goods when tendered for delivery; and/or 8.7.3 following written notice to the Buyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the Price of the Goods under the relevant Purchase Order or cancel Contract, having taken into account any charges related to the Agreement with regards sale and any charges referred to any Products that remain to be delivered under the Agreementin Conditions 8.7.1. and 8.7.2. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery terms are subject to and shall be interpreted in accordance with the terms of Incoterms 2010 5.1. Unless otherwise specified in the Agreement. 5.2 Unless otherwise specifically agreed to by the parties in writingOrder Confirmation, the Seller may we shall deliver the Products Goods pursuant to "FCA" (as defined in partial deliveries and invoice the Buyer for each Incoterms® 2010, or such partial replacement version of the Incoterms), to the delivery accordinglyplace named in the Order Confirmation. The quantity of Products shipped to Buyer by Seller Where the delivery place is not named, this shall be our premises at Hayhole Works, Northumberland Dock Road, Wallsend, Tyne & Wear, NE28 0PB. Where the delivery method is not stated in any month may be limited by Sellerthe Order Confirmation, in its we shall select, at our sole discretion, to either (i) the average of delivery method and carrier, and set the monthly quantities purchased by Buyer timeframe for the preceding delivery. Where we contract monthsfor carriage under FCA, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) we do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer so at the Buyer's risk and expense; and/or (iv) Cancel . The timeframes provided for delivery are an estimated date only. We do not assume any kind of guarantee for these dates. Time of delivery of goods is not of the essence. If the Buyer fails to take delivery of the Products Goods within three days of us notifying it that the Goods are at the delivery location, then delivery shall be deemed to have been completed and we shall be entitled to store the Goods until delivery actually takes place, and charge the Buyer for all related costs and expenses (including insurance). If within a further period of five days, the Buyer has not taken delivery, we may resell or otherwise dispose of the Goods and after deducting our related costs and expenses of storage (as noted above), we may charge the Buyer for any shortfall below the price of the Goods. 5.2. Unless otherwise expressly agreed in writing in individual instances, we may deliver a surplus /short deliveries of Goods up to and including ten percent (10%) of the ordered under quantity or weight of Goods, in which case the relevant Purchase Order Buyer may not rejected the Goods but a pro-rata price adjustment will be made. The weight of Goods delivered shall be conclusive as per the net weight indicated on the dispatch note. If the import regulations of the country of destination prohibit deviations from the ordered amount, the Buyer is obliged to inform us at the time of order. Should the Buyer omit this information, the Buyer shall be liable for all costs, losses, expenses, fines, demands and damages (on an indemnification and hold harmless basis) caused by the Buyer's failure, and whether incurred by the us or cancel the Agreement with regards Buyer. 5.3. We shall have the right to effect partial delivery in respect of any Products order. 5.4. The Buyer may specifically request that remain an order is to be delivered under in instalments. If we agree, the Agreement. 5.6 dates for delivery of each instalment of Goods will be set out in the Order Confirmation. These dates will be estimates only. The Seller's rights under this Section Buyer shall not be deemed waived or otherwise prejudiced by the Seller’s permitted to bring forward any estimated dates for delivery of instalments or to cancel any instalments, and the Products ordered under Buyer is contractually obliged to purchase, and take delivery of all instalments on the estimated delivery date, as at the date of our Order Confirmation. Where orders are to be delivered by instalments, they may be invoiced and paid for separately. References in these Terms and Conditions to orders shall, where applicable, be read as references to instalments. 5.5. Any containers provided by us will be made available to the Buyer for up to two months for an appropriate fee. We will collect the containers within a Purchase Order reasonable time period after notification for collection. Euro pallets shall be only delivered in exchange for the delivery date set forth same number of undamaged empty pallets (euro pallets). The Buyer shall bear the costs for repair or changing of containers or Euro pallets in such Purchase Ordercase of loss or damage. As long as the obligation to return or to indemnify is not fulfilled, the Buyer shall pay an appropriate fee.

Delivery. 5.1 Delivery terms 4.1 Any dates quoted for delivery of the Goods are subject to approximate only and the Company shall not be interpreted in accordance with liable for any loss suffered by the terms of Incoterms 2010 specified Buyer arising from any delay in the Agreementdelivery of the Goods. 5.2 Unless otherwise specifically agreed 4.2 The Buyer shall make all arrangements necessary to by take delivery of the parties in writing, the Seller may deliver the Products in partial deliveries Goods whenever they are tendered for delivery and invoice the Buyer for each such partial shall not be entitled to refuse to accept and/or receive late delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer Goods 4.3 Time for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery essence unless previously agreed by the Company in writing and it is delayed through the Buyer's default or if agreed that the Buyer declines shall not be entitled to terminate the Contract by reason of the Company’s failure to deliver by the Delivery Date 4.4 Delivery shall take place and risk shall pass to the Buyer upon the earliest of the following:- (a) The Company handing the Goods to the Buyer or delays accepting its agent at the Company’s premises, or (b) The Goods leaving the Company’s premises, or (c) On the eighth day following notification that the Goods are ready for dispatch except in the case of export orders which, unless agreed otherwise in writing, will be delivered F.O.B at an Italian port of the Company’s choosing 4.5 If the Buyer fails to:- (a) take delivery of the Products Goods or fails to give adequate delivery instructions before or at the Delivery Date (otherwise than by reason of the Company’s fault); and (b) collect the Goods on the expiry of the seventh day following notification of readiness for more than 3 (three) days from the date of delivery set forth in the Agreement, despatch then the Seller may (without prejudice to any other right or remedy available to itthe Company it may:- (a) do store the Goods until actual delivery and charge the Buyer the reasonable costs (including transportation and insurance) of storage; or (b) treat the Contract as repudiated and sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the Price or charge the Buyer for any shortfall below the Price 4.6 The Buyer shall inspect the Goods immediately on delivery and shall within seven (7) days of delivery notify the Company of any alleged defect damage or several failure to comply with description or sample. The Buyer shall afford the Company an opportunity to inspect the Goods within a reasonable time following delivery and before any use is made of them. If the Buyer shall fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the Contract free from any defect or damage which would be apparent on a reasonable examination of the following: (i) Sell Goods and the Products Buyer shall be deemed to have accepted the Goods 4.7 The Buyer shall be responsible for obtaining all necessary licenses and permissions for the Seller's account; (ii) Claim from the Buyer any costs import and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery use of the Products ordered under Goods into the relevant Purchase Order or cancel country of destination 4.8 Save as otherwise provided in writing, in respect of export orders, any stated Delivery Dates shall commence only upon receipt of a letter of credit complying in all respects with the Agreement with regards to any Products that remain to be delivered under the AgreementCompany’s requirements. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery terms are subject to and Unless otherwise agreed in writing, all deliveries of Products shall be interpreted made Free Carrier (FCA) in accordance with ICC’s Incoterms (2020 edition). All risks of loss or damage to the Products shall pass from the Seller to the Buyer when the Products are delivered to the Buyer in accordance with the terms agreed trade term as defined in ICC's Incoterms (2020 edition). The Buyer will make payment in accordance with clause 4 of Incoterms 2010 these Standard Terms and Conditions. Times specified for delivery of the Products are given and intended as estimates only unless otherwise agreed in writing. The applicable delivery times are those indicated in the Agreement. 5.2 Unless otherwise specifically acknowledgement of receipt of the orders. The delivery times run from the date of the acknowledgement of receipt of the order. Where a firm time for delivery has been expressly agreed to by the parties in writingupon, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted entitled to cancel the Contract by serving written notice to the Seller only if the delivery has been delayed by more than thirty (30) days. If a new time for delivery has been agreed upon with Buyer after Seller has given an early warning of probable delayed delivery, the thirty (30) day period shall run from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible new time for delivering the Products to the location specified in the Agreementdelivery agreed upon. In no event shall the Seller be bound to tender delivery liable for indirect, special, consequential or financial damages arising out of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and or in connection with the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting late delivery of the Products. The Buyer shall inspect or have inspected the Products for more than 3 delivered and shall notify the Seller in writing of any discrepancy regarding the quantity, specification or quality of the Products to the order within fifteen (three15) days from the date of delivery set forth in of the AgreementProducts. Once this time period has elapsed, then the Buyer shall be deemed to have accepted the Products and shall have no warranty of conformity claim and no claim to compensation whatsoever. If a notification is made within the fifteen (15) day period, the Seller may (without prejudice shall repair or replace incorrect Products and/or deliver additional Products to meet the ordered quantity and the Buyer shall have no claim to compensation whatsoever. Freight and insurance cost for return of non conforming Products to the Seller will be borne by the Buyer. In case any other right or remedy available returned Product is being found on investigation by the Seller to it) do any or several be conform to the specifications of the following: (i) Sell order, the Products for the Seller's account; (ii) Claim from Seller is entitled to charge the Buyer any all costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement in connection with regards to any Products that remain to be delivered under the Agreement▇▇▇▇▇’s claim. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery terms are subject to and 1. Unless expressly agreed otherwise in writing, delivery shall be interpreted always take place "ex works" in accordance with the terms Incoterms of Incoterms 2010 specified the International Chamber of Commerce, 2020 edition, with Merinox's warehouse in Alblasserdam, the Netherlands being regarded as the works. 2. The Buyer is obliged vis-à-vis Merinox to immediately take delivery of the purchased goods as soon as Merinox has notified the Buyer that they are available for delivery. If the Buyer fails to comply with this obligation, the goods shall be deemed to have been delivered from the notification referred to in the Agreement. 5.2 Unless otherwise specifically agreed first sentence of this paragraph, and from that time Merinox shall be entitled to by store these goods at the parties in writingBuyer's expense and risk. In that case, Merinox shall also have the Seller may deliver the Products in partial deliveries and right to invoice the Buyer for each such partial the goods, without prejudice to Merinox’ other rights. 3. Agreed delivery accordinglydates - even if a specific end date or period has been agreed - are approximate and are not final. The quantity In the event of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped late delivery other than as a result of such limitation force majeure, Merinox must be declared in default in writing, whereby Merinox must be granted a reasonable period, which should not be shorter than two weeks at least, to be determined in consultation with it, within which Merinox can still perform. 4. Merinox shall at all times be entitled to deliver the goods which must be delivered pursuant to the agreement in part and to invoice these part deliveries separately. 5. The meaning of delivery terms shall be deducted interpreted on the basis of the Incoterms of the International Chamber of Commerce, 2020 Edition, unless expressly deviated from in the estimated quantity to be purchased by Buyer hereunderagreement. 5.3 6. If the Buyer wishes to return goods to Merinox, it shall require Merinox's prior written permission to do so. The Seller is only responsible for delivering costs of the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery return shipment shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through payable by the Buyer's default or if , while the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer goods shall travel at the Buyer's expense; and/or (iv) Cancel risk. If, however, the delivery goods are returned, following written permission from Merinox, within the context of an attributable failure on the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain part of Merinox, to be delivered under the Agreement. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced demonstrated by the Seller’s delivery Buyer, Merinox shall compensate the Buyer for the costs of returning the Products ordered under a Purchase Order after goods, provided the delivery date set forth in such Purchase OrderBuyer has demonstrated these costs and these costs are reasonable. In all cases, the Buyer shall properly insure the return shipment (or have it insured), also for the benefit of Merinox as (co-)insured.

Delivery. 5.1 Delivery terms 4.1 Unless agreed otherwise in writing by the parties, all Goods are subject to and shall be interpreted delivered FCA (“Free carrier” as defined in accordance with INCOTERMS 2020®) at the terms of Incoterms 2010 place specified in the AgreementOrder Confirmation. 5.2 Unless otherwise specifically agreed 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to by Seller requiring the parties in writingdelivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the Seller may deliver delivery within 14 days, Buyer shall be entitled to cancel the Products in partial deliveries Order. Seller’s sole liability and invoice the Buyer Buyer’s exclusive remedy for each such partial non-delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may will be limited by Seller, in its sole discretion, to either (ia) refunding any sums which Buyer has paid for the average of the monthly quantities purchased by undelivered Goods and (b) reimbursing Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries reasonable and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any proper costs and expenses incurred by the Seller as a result Buyer in obtaining replacement goods of such delay; (iii) Store the Products for the Buyer similar description and quality, at the Buyer's expense; and/or (iv) Cancel lowest available market price, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Products ordered under Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the relevant Purchase Order Goods or cancel the Agreement with regards to any Products that remain Services to be delivered under the Agreementsupplied on time (“Delivery Information”). 5.6 The Seller's rights under this Section shall not be deemed waived 4.5 If Buyer refuses or otherwise prejudiced by the Seller’s fails to take delivery of the Products ordered Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under a Purchase Order after the Contract. 4.6 If Seller's delivery date set forth note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Purchase Order.Packages shall be returned in accordance with

Delivery. 5.1 4.1 The Company shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Buyer and Company reference numbers, the type and quantity of the Goods (including code number of the Goods, where applicable), the total weight of the Goods being delivered and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered (the “Delivery terms are subject to Note”). 4.2 The method of delivery will be stated on the Order Acknowledgment and shall this should be interpreted in accordance with the terms of Incoterms 2010 specified in the AgreementINCOTERMS 2020. 5.2 Unless otherwise specifically agreed to by 4.3 Any dates quoted for delivery are approximate only, and the parties in writing, time of delivery is not of the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordinglyessence. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery Company shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting liable for any delay in delivery of the Products for more than 3 (three) days from Goods that is caused by a Force Majeure Event or the date of Buyer’s failure to provide the Company with adequate delivery set forth in the Agreement, then the Seller may (without prejudice to instructions or any other right or remedy available instructions that are relevant to it) do any or several the supply of the following: (i) Sell Goods. 4.4 If the Products for Company fails to deliver the Seller's account; (ii) Claim from Goods, its liability shall be limited to the Buyer any costs and expenses incurred by the Seller as Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a result Force Majeure Event or the Buyer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of such delay; (iii) Store the Products Goods. 4.5 The Company may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment. 4.6 When the Company delivers the Goods the Buyer will be required to sign the Delivery Note to confirm delivery. Signing of the Delivery Note by, or on behalf of, the Buyer is proof that the Goods delivered are of the correct quantity and quality. In the event that the Delivery Note is not signed by the Buyer then the Goods will be deemed delivered in accordance with the INCOTERMS 2020. If the Buyer discovers there is a discrepancy between the Delivery Note and those Goods which it has accepted the Buyer must inform the Company in writing by email within the following time scales: (a) if the total weight of the Goods, as stated on the Delivery Note, is 500kg or less then within one (1) Working Day; or (b) if the total weight of the Goods, as stated on the Delivery Note, is more than 500kg but less than 3000kg then within two (2) Working Days; or (c) if the total weight of the Goods, as stated on the Delivery Note, is 3000kg or more then within one (1) week. 4.7 The Buyer agrees that in the event of a valid claim for non-delivery, loss or damage to the Goods, the Company may at its sole discretion either reprocess or replace the Buyer's expense; and/or (iv) Cancel Goods at its own expense but shall then be under no further liability in connection with such non-delivery, loss, damage or non-compliance. 4.8 All requests for proof of delivery must be made within a period of 21 days following the date of the invoice. 4.9 If for any reason the Buyer is unable to accept delivery of the Products ordered under Goods at the relevant Purchase Order or cancel time when the Agreement with regards to any Products that remain to be delivered under Goods have been notified as ready for delivery, the Agreement. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by Company may, at the Seller’s delivery cost of the Products ordered under a Purchase Order after Buyer, at its sole discretion store the delivery date set forth in such Purchase OrderGoods at the risk of the Buyer and take all reasonable steps to safeguard and insure them, provided that the Buyer shall be immediately informed thereof.

Delivery. 5.1 Delivery terms 4.1 Full delivery prices and options are listed on the GoldenHOOD website or catalogue and are subject to change from time to time. 4.2 Certain large, heavy or bulky items and shall deliveries to offshore/remote deliveries (including Tasmania) will attract higher delivery prices and delivery times will be interpreted in accordance longer, depending on the delivery location. Delivery prices and times for these items will be discussed for confirmation with the terms of Incoterms 2010 specified Customer after an Order has been placed. 4.4 GoldenHOOD will use reasonable endeavours to ensure its delivery agents meet delivery estimates. However GoldenHOOD cannot be held liable for any delay in delivery. 4.5 Risk in the AgreementGoods transfers to the Customer at the time of delivery but title will not pass until payment has been made in full for the Goods in question. Customers are advised to notify GoldenHOOD immediately if Goods are delivered in damaged or soiled packaging. 5.2 Unless otherwise specifically agreed to 4.6 Goods delivered are used, stored and installed at the Customer's own risk and GoldenHOOD will not be liable for any damage, loss or disruption caused by the parties in writingsame unless caused by GoldenHOOD's negligence. Where installation/disconnection services have been ordered by the Customer, further charges, terms and conditions may apply as communicated by GoldenHOOD to the Seller may deliver Customer before delivery. 4.7 All large machinery, refrigeration and flat packed Goods are delivered to the Products in partial deliveries and invoice the Buyer for each such partial delivery accordinglyfront door of ground floor locations only. The quantity of Products shipped delivery person/driver may at his/her discretion assist with delivering the Goods to Buyer a location within the premises nominated by Seller in any month may be limited by Sellerthe Customer, in its at the Customer's sole discretion, to either risk. 4.8 If (i) the average of Customer will not or does not accept delivery when the monthly quantities purchased by Buyer Goods are ready for the preceding contract months, delivery or (ii) GoldenHOOD or its agent cannot effect delivery because GoldenHOOD or its agent considers at the maximum estimated quantity covered hereunder divided by time of delivery that delivery would be hazardous or would be contrary to their policies, industry practice or statutory requirements or (iii) because the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer Customer has not given shipping provided GoldenHOOD with appropriate instructions. 5.4 Each delivery shall be considered as separate from other deliveries , documents, licences or authorisations to properly, legally and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting safely effect delivery of the Products for more than 3 (three) days from the date of delivery set forth Goods, risk in the AgreementGoods passes to the Customer, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreement. 5.6 The Seller's rights under this Section shall not Goods will be deemed waived or otherwise prejudiced by delivered, and GoldenHOOD may store the Seller’s Goods until actual delivery, in which case, the Customer will be liable to GoldenHOOD for all related costs, such as re-delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Ordercharges, storage and insurance.

Delivery. 5.1 Delivery terms are subject (a) Each bulk Concentrate shipment shall be delivered by Seller to Buyer FCA Hazesa Terminal, Manzanillo via the Buyer’s TMC warehouse in Manzanillo. (b) For purposes of the Freight Credit, the Buyer is responsible for discharge of Concentrates from the carrying vessel’s hold(s) and shall arrange and shall pay for all costs associated with discharge. (c) For purposes of the Freight Credit, the carrying vessel used by Buyer shall be classified highest Lloyd’s registration or equivalent and shall be interpreted in accordance with the terms no more than fifteen (15) years of Incoterms 2010 specified in the Agreement. 5.2 Unless otherwise specifically agreed to by the parties in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either age (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Providedprovided, however, that if different quantities apply to different time periods within this Agreementthe age of the nominated vessel exceeds fifteen (15) years, Seller may limit shipments based upon Buyer will accept a vessel with an age of no more than twenty (20) years, provided that all additional cargo insurance caused by the then current maximum estimated quantity age being above fifteen (15) years shall be for the applicable time period divided Seller’s account), single deck, bulk carrier otherwise suitable to discharge the Concentrate by grab having fully flat and unobstructed tank top without any protruding structures which might be a hindrance for the number performance of months normal grab discharge and/or the use of payloaders in the current periodholds. Spout trimming must be observed at loading port, not leveling. No Concentrate to be stowed in bridge spaces, deep tanks or other spaces inaccessible to mechanical grabs for discharging. Any quantity not shipped as a result extra expenses incurred in discharging by reason of such limitation stowage in excepted places shall be deducted for account of Seller and any time so lost and above the usual time required for grab discharge is not to count as laytime used. (d) For purposes of the Freight Credit, Buyer has responsibility to deliver Concentrate to the port of discharge nominated by Dowa at Buyer’s own costs, even in case of loss or damage to the Concentrate or expense, if caused by insolvency or financial default of owners, managers, charterers, or operators of the carrying vessel, unless such cause also constitutes a Force Majeure Event as defined herein. (e) For purposes of the Freight Credit, for discharge at Akita, Japan, Dowa guarantees a discharge rate of 2,500 wet tonnes per weather working day of 24 consecutive hours, Sundays and legal, local and customary holidays excepted unless used, and if used, actual time used to count as laytime used. Laytime shall commence at 08:00 a.m. of the immediately next working day after the carrying vessel has tendered Notice of Readiness for discharge, unless sooner commenced, whether in berth or not, but only after free pratique is granted. Notice of Readiness is to be tendered during office hours only from 08:00 a.m. to 05:00 p.m., Monday through Friday, and 09:00a.m.-12:00p.m. on Saturday that the performing vessel is ready in all respects to start discharging operations, whether in berth or not, after it has arrived at the port of discharge. (f) For purposes of the Freight Credit, demurrage or despatch money (as applicable) at the port of discharge shall be for Dowa’s account at those rates in Buyer’s Charter Party for each shipment, provided that such rates are approved by Dowa, prior to each shipment. (g) If another cargo is being discharged from the estimated quantity to be purchased by Buyer hereunder.same vessel at the Akita port, 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell In case of the Products for Concentrate being discharged after the Seller's account; completion of discharge of such other cargo, laytime shall commence two (2) hours later after discharge completion of such cargo unless sooner commenced. (ii) Claim from In the Buyer any costs and expenses incurred by case of combined shipment with other cargoes, laytime shall be calculated based on the Seller as a result of such delay; (iii) Store the Products for the Buyer total quantity discharged at the Buyer's expense; and/or (iv) Cancel Akita port and shall be proportionally allocated based on the delivery ▇▇▇▇ of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the AgreementLading quantities. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 (a) The Vessel shall be delivered to the Buyer (hereinafter called the “Delivery”) fully complete, supplied (including lubricating oil and fresh water in the system but excluding ship’s stores such as food, utensils, miscellaneous consumables, etc.) and ready for immediate operation, after having passed the tests and met the standards set forth in the Specifications and Articles III, IV, and XVII hereof on or before ***** 2014 (hereinafter called the “Delivery terms Date”). The Buyer may delay Delivery beyond the Delivery Date by giving written notice of the revised date (herein after called “Revised Delivery Date”) for Delivery not later than two (2) months before keel laying of the Vessel. Buyer may give up to only one (1) notice for a delay of [90] days. Notwithstanding the foregoing, in the event defects that could affect the Vessel’s seaworthiness or impair the operation of Vessel are discovered after the Vessel has passed the tests and met standards set forth in the Specifications and prior to Delivery of the Vessel, Buyer shall have the right to require the Builder to make the necessary correction(s) at the Builder’s expense prior to Delivery. (b) The Builder shall use its best efforts and all due diligence and dispatch, including, but not limited to, the ordering, expediting and inspection of all machinery, parts and materials, to complete and deliver the Vessel on or prior to the Delivery Date. (c) The Builder shall assist the Buyer to bunker and store the Vessel (beyond the conditions set forth in Article V(a) above) at Buyer’s expense to be ready for departure. Delivery shall be made at the Shipyard at a wharf side where there shall be sufficient water for the Vessel always to be afloat and from which it can safely depart, or at such other safe and secure place as may be mutually agreed. Upon Delivery, the Vessel shall be free and clear of all liens, encumbrances, taxes and claims of any nature. (d) If, at any time, either the commencement of construction, construction or Delivery of the Vessel or any performance required hereunder as a prerequisite to the Delivery thereof is delayed by any of the following events: namely war, acts of state or government, blockade, revolution, insurrections, riots, strikes, sabotage, lockouts or other labor disturbances (excluding disturbances within the control of the Builder), Acts of God, plague or other epidemics, quarantines, prolonged failure or restriction of electric current, freight embargoes, earthquakes, tidal waves, typhoons, hurricanes, unusually prolonged or unusually severe weather conditions, destruction of the premises of works of the Builder or its subcontractors, or of the Vessel, or any part thereof, by fire, landslides, flood, lightning, explosion, or other causes beyond the reasonable control of (and not caused by the actions of) the Builder or its subcontractors, as the case may be (collectively called “Force Majeure”), then, in the event of delays due to the happening of any of the aforementioned contingencies, the number of days by which Delivery is late under this Contract (i.e., after the scheduled Delivery Date of the Vessel) shall be reduced, subject to the provisions of this Article V(d), by a period of time which shall not exceed the total number of working days lost due to such delays. Notwithstanding the foregoing, acts of commission or omission (irrespective as to negligence and whether voluntary or compulsory) of employees, independent contractors or subcontractors, representatives, agents, or others engaged by the Builder, including their officers, employees, crews, inspectors, and pilots (whether voluntary or compulsory) shall not excuse the Builder for delay hereunder. (e) The Builder shall notify the Buyer in writing within ten (10) days after the beginning of any period of claimed delay as to the facts establishing that the claimed delay is excusable pursuant to Article V(d) and the estimated period of delay. The Buyer shall have the right to verify the basis of the claimed delay and, if there is a disagreement, the issue shall be interpreted resolved by arbitration in accordance with the terms provisions of Incoterms 2010 specified in the Agreement. 5.2 Unless otherwise specifically agreed to by the parties in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordinglyArticle XXV. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average An extension of the monthly quantities purchased by Buyer for Delivery Date shall only be allowed if the preceding contract monthsevent(s) above designated adversely affects the Delivery Date of the Vessel, or (iias determined on the date that the Vessel is actually delivered. Should the Builder fail to timely give required notice under this Article V(e) demonstrating that the maximum estimated quantity covered hereunder divided by claimed event(s) directly affect the number of months in the current period of this Agreement. ProvidedDelivery Date, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery it shall not be excused for any such delay. (f) If, following any notice (oral or written) by Builder of a breach delay, Buyer determines in its reasonable discretion (taking into account the opinion of Builder), other than due to delays caused by the Buyer, that Delivery of the Agreement Vessel likely will be delayed for any reason whatsoever (including without limitation Force Majeure) for a period of more than two hundred (200) days beyond the Delivery Date, the Buyer shall have the following options: i) to continue this Contract reserving Buyer’s right to liquidated damages for the time period that late Delivery is not excused by Force Majeure (if properly claimed) as provided in Article VIII(a); or ii) to other deliveriescancel this Contract, in which event the Buyer shall be entitled to a refund in accordance with Article VII(g) and no liquidated damages. If Builder gives Buyer written notice of a delay under Article XXVI, Buyer shall have thirty (30) days to exercise the rights under this subarticle (f) with respect to such delay (though further delays still remain subject to Buyer’s rights under this subarticle (f)). 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (threeg) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell Should the Products Vessel be completed for Delivery before the Seller's account; (ii) Claim from Delivery Date and the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for Builder has so informed the Buyer at the Buyer's expense; and/or least four (iv4) Cancel the delivery months in advance of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreement. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the early delivery date set forth in such Purchase Ordersuggested by Builder, the Buyer may take Delivery at Buyer’s option, but not earlier than 90 days prior to the Delivery Date, provided that all the terms and conditions of this Contract have been fulfilled.

Delivery. 5.1 Delivery terms are subject to 10.1. Any delivery date indicated by Synertech shall merely be regarded as the estimated date of delivery and shall be interpreted in accordance with the terms of Incoterms 2010 specified in the Agreementnot bind Synertech to effect delivery on or near such date. 5.2 Unless otherwise specifically agreed to by the parties in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly10.2. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation customer shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller accept delivery whenever it is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries tendered and the failure of any delivery shall not be a breach of the Agreement as entitled to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days resile from the date of delivery set forth agreement nor to withhold or defer any payment nor to a reduction in the Agreement, then the Seller may (without prejudice price nor to any other right or remedy available against Synertech (whether for losses, costs, damages, expenses, interest or otherwise) on account of delays in effecting delivery, partial delivery or non-delivery, whether occasioned by any negligent (including grossly negligent) act or omission attributable to it) do Synertech. 10.3. If delivery of any or several particular order is to be effected in consignments, Synertech shall not be obliged to deliver any part of the following: order until the purchase price which is due in respect of the part of the order which has already been delivered has been paid (i) Sell also refer to paragraph 18.2. 10.4. If the Products goods are to be delivered by road, the customer shall be obliged to procure that the delivery destination shall be easily accessible to road transport vehicles. Unless specifically quoted for the Seller's account; cost of goods does not include delivery or transport costs. The customer shall be responsible for off-loading the goods at the delivery destination at the customer’s risk and costs. If the goods are to be transported by rail, the customer, at his risk, shall be responsible for collection of the goods at the railhead and the goods shall be regarded as delivered, if Synertech has agreed to deliver it at the railhead, when Synertech delivers it to the railhead to be so transported. 10.5. If Synertech agrees to engage a third party to transport the goods, then Synertech is hereby authorized to engage a third party of its choice on the customer’s behalf and on the terms deemed fit by Synertech, at the costs and risk of the customer to collect the goods (iiwhich shall constitute delivery when it is so collected) Claim from and transport it to the Buyer Customer. The customer hereby indemnifies Synertech against any costs and expenses incurred by claims that may arise against Synertech from such engagement. 10.6. The customer shall be obliged to inspect all goods upon delivery and shall endorse the Seller delivery note as a result to any missing or damaged goods and the onus of such delay; (iii) Store proof of any missing or damaged goods shall rest on the Products customer. No claims for missing or damaged goods shall be valid unless the Buyer at delivery note has been endorsed as aforesaid and unless, in addition, the Buyer's expense; and/or (iv) Cancel customer notifies Synertech in writing within 3 business days of the delivery of the Products ordered under goods of the relevant Purchase Order or cancel claim in question and specifying the Agreement with regards goods relating to any Products that remain to be delivered under the Agreementsuch claim. 5.6 10.7. The Seller's rights under this Section customer shall not be deemed waived or otherwise prejudiced by the Seller’s obliged to furnish all information necessary to enable delivery of the Products ordered under relevant goods to be effected. If the customer fails or refuses to furnish the information, delays, or fails or refuses to take delivery or fails to make payment, the goods shall notwithstanding the provisions of clause 7 be deemed to have been delivered to the customer forthwith. The customer shall be obliged to collect the relevant goods from Synertech at his risk and costs. The risk in and to the goods shall pass to the customer on the deemed date of delivery and Synertech shall, in addition to any other rights it may have, be entitled to charge the customer for the storage of the goods at a Purchase Order after storage rate of 1% per month or portion thereof calculated on the value of the goods stored as from the date of delivery until the date set forth in such Purchase Orderit is collected by the customer and payable before collection thereof.

Delivery. 5.1 Delivery terms are subject to and 16.1 Unless otherwise notified by the Company in the Order, the Goods shall be interpreted delivered Free Carrier (in accordance with the terms most recent version of Incoterms 2010 the Incoterms), to such place of delivery as is indicated by the Company, provided that the Seller shall be responsible for loading the Goods. Notwithstanding the foregoing, the Company may request the Seller to arrange for transportation to the Company's premises through the carrier nominated by the Company. 16.2 The date for delivery shall be specified in the Agreement. 5.2 Unless otherwise specifically agreed to by the parties in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract monthsOrder, or (ii) if no such date is specified then delivery shall take place within 28 days after placing the maximum estimated quantity covered hereunder divided by Order. If the number actual date of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products delivery to the location Company’s premises is later than that specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, Order then the Seller may (without prejudice to any other right or remedy available to it) do any or several rights it may have, the Company may apply the remedies as set forth in these Conditions. 16.3 The Seller warrants that all components and spare parts of the following: delivered Goods (iincluding any software) Sell will be available during the Products for technical life of the delivered Goods and promptly dispatched to the Company upon its request. 16.4 The Seller shall ensure that each delivery is accompanied by a delivery note which shows, inter alia, the Order number, line item number, date of Order, number of packages and contents and, in the case of partial delivery, the outstanding balance remaining to be delivered. 16.5 Unless otherwise stipulated by the Company in the Order, deliveries shall only be accepted by the Company in normal business hours. 16.6 If the Seller requires the Company to return any packaging material to the Seller that fact must be clearly stated on any delivery note delivered to the Company and any such packaging material will only be returned to the Seller at the cost of the Seller's account; (ii) Claim from . 16.7 Where the Buyer any costs and expenses incurred Company agrees in writing to accept delivery by installments the Contract will be construed as a single Contract in respect of each installment. Nevertheless, failure by the Seller as a result of such delay; (iii) Store to deliver any installment shall entitle the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery Company to avail itself of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreementremedies as set forth in Article 8. 5.6 The Seller's rights under this Section 16.8 If the Goods are delivered to the Company in excess of the quantities ordered, the Company shall not be deemed waived or otherwise prejudiced by bound to pay for the excess and any excess will be and will remain at the Seller’s delivery of risk and will be returnable at the Products ordered under a Purchase Order after the delivery date set forth in such Purchase OrderSeller’s expense.

Delivery. 5.1 6.1 Subject to agreement of the parties and to the procedures set forth herein, delivery and receipt of the crude oil sold under this Agreement shall be based on FOB vessels to be supplied by BUYER or BUYER’s ASSIGNEE at the loading terminal at [REDACTED], operated by SUMED (“SELLER’s Supplier”). 6.2 SELLER agrees to deliver or cause to be delivered crude oil to BUYER or BUYER’s ASSIGNEE and BUYER or BUYER’s ASSIGNEE agree to receive the same or cause the same to be received from SELLER in accordance with monthly lifting schedules agreed upon; provided, however, that SELLER, while according nondiscriminatory treatment to buyers, shall not be required to furnish a quantity of any grade of crude oil exceeding the capacity of its facilities. BUYER’s ASSIGNEE performance hereunder shall not relieve BUYER of any of its obligations under this Agreement as further provided in Paragraph 6.7 below. 6.3 SELLER, at its discretion, may cause its affiliate, Bolanter Corporation N.V. (“Bolanter”), or such other third party affiliated with SELLER as SELLER shall designate in writing (“Third Party Affiliate”), to perform SELLER’s obligation to deliver crude oil under this Paragraph 6, provided SELLER’s so doing shall not relieve SELLER of any of its obligations under this Agreement. 6.4 BUYER shall submit a monthly lifting schedule by the fifth (5th) day of each month preceding the Scheduled Month of Delivery. BUYER shall also submit at this time a provisional nomination schedule for the first fifteen (15) days of the month following the Scheduled Month of Delivery. If the fifth (5th) day is a non-working day in London, then the BUYER shall submit a monthly lifting schedule and a provisional nomination schedule by the nearest preceding working day in London. The requested monthly lifting schedule and provisional nomination schedule shall contain a preferred one (1) day date for each lifting. SELLER shall attempt to accommodate BUYER’s proposed schedule but shall only guarantee lifting dates during the last ten (10) days of the Scheduled Month of Delivery, using its best efforts to provide lifting dates during the five (5) days preceding the last ten (10) days in the Scheduled Month of Delivery. The vessel nominated by BUYER or BUYER’s ASSIGNEE shall be deemed to have arrived at the load port on the accepted date if it arrives at the customary anchorage within one (1) day before or one (1) day after the date accepted by SELLER. Any subsequent revisions requested by the BUYER and accepted by the SELLER shall be limited to a one (1) day acceptance range and the vessel nominated by BUYER or BUYER’s ASSIGNEE shall be deemed to have arrived at the load port only on the accepted date. 6.5 SELLER shall authorize SUMED to deliver the crude oil to BUYER or BUYER’s ASSIGNEE and BUYER or BUYER’s ASSIGNEE shall arrange with SUMED to lift and receive delivery of the crude oil. Delivery terms are and lifting of crude oil at [REDACTED] shall be subject to and shall be interpreted in accordance with the terms standard terms, conditions, port limitations, practices and procedures of Incoterms 2010 specified in SUMED. BUYER and BUYER’s ASSIGNEE also agree to comply with the operation, lifting, and nomination procedures and obligations required of SELLER, pursuant to the Long Term Transportation Agreement between Bolanter and SUMED (the “Transportation Agreement”). 5.2 Unless otherwise specifically agreed to by the parties in writing6.6 BUYER and BUYER’s ASSIGNEE shall defend, the Seller may deliver the Products in partial deliveries indemnify and invoice the Buyer for each such partial delivery accordingly. The quantity hold harmless SELLER, Bolanter, and any Third Party Affiliate from and against all claims, demands and liabilities of Products shipped to Buyer by Seller in any month may be limited by Sellerkind whatsoever asserted against SELLER, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract monthsBolanter, or (ii) the maximum estimated quantity covered hereunder divided any Third Party Affiliate by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped any party as a result of BUYER’s failure to comply with the aforesaid terms, conditions, port limitations, practices and procedures, or as a result of deballasting of dirty ballast water by BUYER or BUYER’s ASSIGNEE. 6.7 Since SELLER is neither the terminal operator nor in control of any of the terminal operations, it is expressly understood and agreed that SELLER will not be liable to BUYER or BUYER’s ASSIGNEE for any demurrage, unless such demurrage is caused by SELLER’s failure to make the crude oil available for delivery. In those instances in which demurrage is incurred because of SELLER’s failure, BUYER or BUYER’s ASSIGNEE shall present its claim for reimbursement to SELLER at least sixty (60) days prior to the expiration of the time limitation shall be deducted for demurrage claims set out in the applicable terminal regulations. Where BUYER’s demurrage claim does not arise from SELLER’s failure, as an accommodation to BUYER, SELLER will present to the terminal operator, on behalf of BUYER or BUYER’s ASSIGNEE, any claim for demurrage that is presented by BUYER to SELLER at least sixty (60) days prior to the expiration of the time limitation for such demurrage claims, as set out in the applicable terminal regulations. After SELLER, on BUYER’s behalf, has presented a demurrage claim to the terminal operator, SELLER will follow up and make reasonable efforts, short of arbitration or litigation, to effect recovery. SELLER will promptly remit to BUYER any monies received from the estimated quantity to be purchased by Buyer hereunderterminal operator in whole or partial satisfaction of the demurrage claim of BUYER or BUYER’s ASSIGNEE with the terminal operator. 5.3 The Seller is only responsible for delivering the Products 6.8 Notwithstanding anything else to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth contrary elsewhere in the Agreement, then should SELLER in its sole judgment determine that BUYER’s ASSIGNEE has failed in any respect to perform in accordance with its obligations under this Agreement, or that BUYER’s ASSIGNEE has become bankrupt or insolvent or otherwise unable to meet its financial obligations, BUYER shall continue to be directly liable to SELLER for the Seller may (without prejudice to any other right or remedy available to it) do any or several performance of the following: obligations assigned to BUYER’s ASSIGNEE hereunder. Notwithstanding the foregoing, all Bills of Lading issued hereunder shall name BUYER as consignee. PBF HOLDING LLC – [REDACTED] – 01 02 11 (ises) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result Page 7 of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreement. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.12

Delivery. 5.1 Delivery terms are subject to and 6.1 The Goods shall be interpreted delivered to, and the Services shall be performed at, the Delivery Address on the date or within the period stated in the Order (as the case may be), in either case during IAC's usual business hours. 6.2 Where the date of delivery of the Goods or performance of the Services is to be specified after the placing of the Order, the Seller shall give IAC reasonable notice of the specified date. 6.3 The time of delivery of the Goods and performance of the Services is of the essence of the Contract. 6.4 A packing note quoting the number of the Order must accompany each delivery or consignment of the Goods and must be displayed prominently. 6.5 If the Goods are to be delivered, or the Services are to be performed by instalments, the Contract will be treated as a single Contract and not severable. 6.6 IAC shall be entitled to reject any Goods delivered which are not in accordance with the terms of Incoterms 2010 specified in the Agreement. 5.2 Unless otherwise specifically agreed to by the parties in writingContract, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreement. 5.6 The Seller's rights under this Section shall not be deemed waived to have accepted any Goods until IAC has had a reasonable amount of time (having regard to the nature and quality of the Goods and in any event being not less than 2 Working Days) to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparent. 6.7 The Seller acknowledges that precise conformity of the Goods with the Contract is of the essence of the Contract, and accordingly IAC shall be entitled to reject the Goods if they are not in conformity with the Contract, however slight the breach may be. 6.8 The Seller shall supply IAC in good time with any instructions or otherwise prejudiced by the Seller’s other information required to enable IAC to accept delivery of the Products ordered under a Purchase Order after Goods and performance of the delivery Services. 6.9 IAC shall not be obliged to return to the Seller any packaging or packing material for the Goods, whether or not any Goods are accepted by IAC. 6.10 If the Goods are not delivered or the Services are not performed on the due date set forth in such Purchase Orderthen, without limiting any other remedy, IAC shall be entitled to deduct from the Price or (if IAC has paid the Price) to claim from the Seller by way of liquidated damages for delay 2% of the Price for every week’s delay.

Delivery. 5.1 Delivery terms are subject 7.1 Stertil reserves the right to elect the means of transport for delivery of Goods. Where Purchaser requests a special method of delivery Purchaser accepts liability for those costs which will be added to the invoice. Goods will be delivered ex-works Stertil Incoterms 2000 if and shall be interpreted in accordance with the terms of Incoterms 2010 specified in the Agreementfor as far no specific other term has been agreed upon. 5.2 Unless otherwise specifically agreed to by the parties 7.2 Any dates quoted for delivery of Goods are approximate only and Stertil shall not be liable for any delay in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer Goods howsoever caused. Time for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveriesessence. 5.5 7.3 Where Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by Stertil to deliver any one or more of the instalments shall not entitle Purchaser to treat the Contract as a whole as repudiated. 7.4 If delivery Stertil fails to deliver the Goods for any reason other than any cause beyond Stertil’s reasonable control or Purchaser’s fault, and Stertil is delayed through accordingly liable to Purchaser, Stertil’s liability shall be limited to the Buyer's default or excess (if any) of the Buyer declines or delays accepting cost to Purchaser (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods. 7.5 If delivery of the Products for more than 3 (three) days from the date of delivery set forth in the AgreementGoods is refused Purchaser shall, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products Stertil, be liable for the Seller's account; (ii) Claim from the Buyer any costs all carriage, handling and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreementstocking charges incurred. 5.6 The Seller's 7.6 Without waiving any other rights or remedies Stertil may have, Stertil may, at its option, defer shipment or deliveries hereunder, or under this Section any other contract with Purchaser, subject to satisfactory settlement of delinquent amounts due to Stertil. 8.1 Where Goods are consigned or sent to Purchaser or his agent, no claim will be accepted by Stertil and it shall not be deemed waived liable, insofar as the negligence of itself, its servants or otherwise prejudiced by agents can be established for: (a) GOODS DAMAGED IN TRANSIT, unless the Seller’s delivery Stertil and the carrier are notified in writing within 10 days of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.delivery;

Delivery. 5.1 Delivery terms 4.1 Unless agreed otherwise in writing by the parties, all Goods are subject to and shall be interpreted delivered FCA (“Free carrier” as defined in accordance with INCOTERMS 2020®) at the terms of Incoterms 2010 place specified in the AgreementOrder Confirmation. Buyer will provide at its expense adequate and appropriate equipment and manual labour for off-loading the Goods. 5.2 Unless otherwise specifically agreed 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to by Seller requiring the parties in writingdelivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the Seller may deliver delivery within 14 days, Buyer shall be entitled to cancel the Products in partial deliveries and invoice the Buyer Order. Seller’s liability for each such partial non-delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may will be limited by Seller, in its sole discretion, to either (ia) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of refunding any quantities for sums which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products paid for the Seller's account; undelivered Goods and (iib) Claim from the Buyer any reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller as a result of such delay; (iii) Store the Products shall not be liable for the Buyer at the Buyer's expense; and/or (iv) Cancel the any delay in delivery of the Products ordered under Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the relevant Purchase Order Goods or cancel the Agreement with regards to any Products that remain Services to be delivered under the Agreementsupplied on time (“Delivery Information”). 5.6 The Seller's rights under this Section shall not be deemed waived 4.5 If Buyer refuses or otherwise prejudiced by the Seller’s fails to take delivery of the Products ordered Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a Purchase Order after the delivery date set forth in such Purchase Ordercharge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 5.1 Delivery terms 4.1 Where the Goods are to be sourced by the Supplier from a country outside the United Kingdom the provisions of Clause 4.1 – 4.3 will (subject to any special terms agreed in writing between the parties) apply despite any other provision of the Contract. 4.2 Unless otherwise agreed in writing (email, letter, quotation or order acknowledgement) the currency for the Price will be pounds sterling. 4.3 The Supplier shall deliver the Goods to the Customer using the manner of Delivery nominated in the Supplier’s Quotation under the International Chamber of Commerce's (ICC) Incoterms® Rules 2020 (Incoterms® 2020) and the Supplier shall be interpreted under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979; 4.4 The Goods are to be Delivered in accordance with the ICC terms of Incoterms 2010 specified agreed between the parties or as stated in the Agreement.quotations if not otherwise agreed where each term is defined in Incoterms® 2020 5.2 Unless otherwise specifically agreed to by 4.5 Any dates quoted for Delivery are approximate only, and the parties in writing, time of delivery is not of the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordinglyessence. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery Supplier shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting liable for any delay in delivery of the Products for more than 3 Goods caused by: (threea) days from a Force Majeure Event; or (b) the date of Customer's failure to provide the Supplier with adequate delivery set forth in the Agreement, then the Seller may (without prejudice to instructions or any other right or remedy available instructions that are relevant to it) do any or several the supply of the following: Goods including without limitation, seeking to vary the rule under Incoterms® 2020 applying to Delivery; or (ic) Sell the Products inability of the Supplier for whatever reason to arrange carriage on commercial terms or at all. (d) customs withholding clearance of the Seller's account; Goods or delaying clearance of the goods (ii) Claim from whereupon any demurrage will be shared equally with Customer unless the Buyer any clearance delay is that of the Customer or the products being shipped whereupon Customer will bear the costs in full) 4.7 If the Supplier fails to Deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Seller as a result Customer in obtaining replacement goods of such delay; (iii) Store exact description and quality in the Products for cheapest market available, less the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery price of the Products ordered under Goods. The Supplier shall have no liability for any failure to Deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 4.8 If the Customer fails to collect the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event: (a) Subject to the relevant Purchase Order or cancel Incoterms® 2020, Delivery of the Agreement with regards to any Products that remain to be delivered under the Agreement. 5.6 The Seller's rights under this Section Goods shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.to have been completed at

Delivery. 5.1 Delivery terms are subject to and shall be interpreted in accordance with the terms of Incoterms 2010 specified in the Agreement. 5.2 Unless otherwise specifically agreed to by the parties in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (ia) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under Vessel is delayed beyond the relevant Purchase Order or cancel Delivery Date, the Agreement with regards to any Products that remain to Contract Price shall be delivered under the Agreementreduced by deducting therefrom as follows: 1st - 10th day [*] 11th - 20th day [*] 21st - 180th day [*] [*]. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by (b) If the Seller’s delay in delivery of the Products ordered under Vessel should continue for a Purchase Order period in excess of 180 days after Delivery Date, the Buyer may at its option cancel the Contract. Provided the Buyer has not sent notice of cancellation as provided for in Article XII hereof within [*] of delay having elapsed after the Delivery Date, the Builder may thereafter demand in writing that the Buyer shall make an election either to cancel the Contract, or to consent to the acceptance of the delivery at a specific future date reasonably estimated by the Builder to be the date when the Vessel will be ready for delivery; in which case the Buyer shall, within fifteen (15) days after such demand is received by Buyer, notify the Builder of its choice it being understood that, if the Buyer elects not to cancel and the Vessel is not delivered by such future date, the Buyer shall have the right to cancel the Contract. Should the Buyer fail to give such notification within the said fifteen (15) days, the Buyer shall be deemed to have accepted the new date for delivery as proposed by the Builder. Buyer’s acceptance (or deemed acceptance) of a later delivery date set forth pursuant to this paragraph or paragraph (c) following shall be without prejudice to Buyer’s rights to liquidated damages. (c) If the total accumulated delay of non-Permissible Delay and of Force Majeure Delay, but excluding other Permissible Delay, amounts to [*] or more, then in such Purchase Orderevent the Buyer may cancel the Contract. The Builder may, at any time after expiry of the said [*] demand in writing that the Buyer shall make an election either to cancel the Contract or to consent to the acceptance of the delivery at a specific future date reasonably estimated by the Builder to be the date when the Vessel will be ready for delivery, in which case the Buyer shall, within fifteen (15) days after such demand is received by Buyer, notify the Builder of its choice; it being understood that, if the Buyer elects not to cancel and the Vessel is not delivered by such future date, the Buyer shall have the right to cancel the Contract. Should the Buyer fail to give such notification within the said 15 days, the Buyer shall be deemed to have accepted the new date for delivery as proposed by the Builder.

Delivery. 5.1 Delivery terms a) Unless otherwise agreed, where the PURCHASER has nominated an address for delivery, the SUPPLIER must deliver the goods to that nominated address. b) The SUPPLIER bears responsibility for unloading goods at the point for delivery nominated by the PURCHASER. c) The PURCHASER will provide adequate and proper facilities for the reception and storage of goods and warrants that those facilities comply with all relevant statutes or regulations, including health and safety regulations, and that all necessary permits and licenses have been obtained for the storage of the goods. d) Where goods are subject delivered to and the nominated, the SUPPLIER shall be interpreted deemed to have delivered the goods in accordance with the terms Agreement if it obtains a receipt or signed delivery docket for the goods from a person authorised to accept the goods on behalf of Incoterms 2010 specified in the AgreementPURCHASER. 5.2 Unless e) If the nominated address is unattended or if delivery cannot otherwise specifically agreed be effected or the goods cannot be dispatched due to by any act, matter or thing beyond the control of the SUPPLIER, the SUPPLIER must promptly advise the PURCHASER and deliver the goods in accordance with the directions of the PURCHASER. f) If the parties agree in writing, the Seller SUPPLIER may supply goods and/or services in instalments and these Terms & Conditions of Sale shall apply to each and every supply of goods and/or services. g) The SUPPLIER must deliver the Products in partial deliveries goods by the date for supply of goods and/or services agreed between SUPPLIER and invoice the Buyer for each such partial PURCHASER. h) The SUPPLIER must immediately give written notice to the PURCHASER upon becoming aware that an event may cause a delay to the delivery accordingly. The quantity of Products shipped to Buyer goods by Seller in any month may be limited by Seller, in its sole discretion, to either (the date of supply of goods and/or services. i) Subject to clause 10, the average of SUPPLIER must compensate the monthly quantities purchased by Buyer PURCHASER for the preceding contract months, any reasonable costs or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped expenses incurred as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified a delay in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreementgoods and/or services. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 6.1 Delivery takes place on agreed INCOTERMS (ICC INCOTERMS 2000). If no INCOTERMS terms are subject 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 of 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 possession of such information and drawings as may be interpreted necessary to enable him to start work on the Goods or the Services, whichever may be the later. 6.3 Delivery of Goods in instalments shall be permitted only with the consent of the Buyer and such permission, if given, shall not entitle the Seller to claim payment prior to completion of the present Agreement unless the Buyer has agreed in writing. 6.4 If the Buyer is not able to accept delivery of the Goods or installation of the Goods when due, the Seller shall be responsible for arranging suitable storage at suitable premises of the Goods, advising the Buyer beforehand of the particulars of such proposed storage and the Seller shall also ensure that the Goods and the premises in which they are stored are properly insured against all the usual risks and notify the Buyer of such insurance cover. 6.5 If delivery is made before the delivery date specified in the Purchase Order, the Buyer may return the Goods to the Seller at the Seller'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 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 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 their entirety in accordance with the terms of Incoterms 2010 specified present Agreement at the location designated by Buyer. 6.8 The Seller shall provide Buyer a current material safety data sheet (“MSDS”) for each Good supplied to Buyer under the present Agreement on an annual basis or sooner in the Agreementevent such document has been modified. 5.2 Unless otherwise specifically agreed 6.9 If the Seller is in the position of being able to by the parties in writingsupply some but not all of its customers, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery given priority over all other of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreementcustomers. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery terms a) Unless otherwise agreed, where the PURCHASER has nominated an address for delivery, the SUPPLIER must deliver the goods to that nominated address. b) The SUPPLIER bears responsibility for unloading goods at the point for delivery nominated by the PURCHASER. c) The PURCHASER will provide adequate and proper facilities for the reception and storage of goods and warrants that those facilities comply with all relevant statutes or regulations, including health and safety regulations, and that all necessary permits and licenses have been obtained for the storage of the goods. d) Where goods are subject delivered to and the nominated, the SUPPLIER shall be interpreted deemed to have delivered the goods in accordance with the terms Agreement if it obtains a receipt or signed delivery docket for the goods from a person authorised to accept the goods on behalf of Incoterms 2010 specified in the AgreementPURCHASER. 5.2 Unless e) If the nominated address is unattended or if delivery cannot otherwise specifically agreed be affected or the goods cannot be dispatched due to by any act, matter or thing beyond the control of the SUPPLIER, the SUPPLIER must promptly advise the PURCHASER and deliver the goods in accordance with the directions of the PURCHASER. f) If the parties agree in writing, the Seller SUPPLIER may supply goods and/or services in instalments and these Terms & Conditions of Sale shall apply to each and every supply of goods and/or services. g) The SUPPLIER must deliver the Products in partial deliveries goods by the date for supply of goods and/or services agreed between SUPPLIER and invoice the Buyer for each such partial PURCHASER. h) The SUPPLIER must immediately give written notice to the PURCHASER upon becoming aware that an event may cause a delay to the delivery accordingly. The quantity of Products shipped to Buyer goods by Seller in any month may be limited by Seller, in its sole discretion, to either (the date of supply of goods and/or services. i) Subject to clause 10, the average of SUPPLIER must compensate the monthly quantities purchased by Buyer PURCHASER for the preceding contract months, any reasonable costs or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped expenses incurred as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified a delay in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under goods and/or services. For the relevant Purchase Order or cancel avoidance of doubt delay shall include failure to meet identified Milestones as detailed in the Agreement with regards to any Products that remain to be delivered under the Agreementpurchase order. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery terms 4.1 Any delivery date(s) provided by Seller to Customer are subject non-binding estimates, and Seller reserves the right to modify the delivery date(s) without notice. 4.2 Seller shall inform Customer on its readiness to ship and Customer shall confirm a delivery date within latest 30 days after such confirmation. Customer is aware and acknowledges that any failure to communicate a delivery date within the said period will cause a default of acceptance of Customer. 4.3 Any customary costs incurred in particular for storage, and with a minimum as charged by Seller´s logistic company, be it at Seller´s premises or be it at a third party storage company, shall be interpreted in accordance with reimbursed to Seller within 14 days after receipt of the terms of Incoterms 2010 specified in the Agreementinvoice notwithstanding Sellers right to claim further damages incurred. 5.2 Unless otherwise specifically 4.4 For any deferral of any delivery periods, if so agreed to by the parties in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, Customer hereby agrees that storage at the Seller´s premises shall be subject to the Seller´s respective terms and conditions as valid at the time being. 4.5 If Seller has agreed in its sole discretionwriting to a specific delivery or shipping schedule, to either (i) it shall commence on the average date of the monthly quantities purchased by Buyer for the preceding contract monthsSeller’s Order Confirmation, or but not before Customer’s delivery of other necessary documents, including any agreed security if any and (ii) end on the maximum estimated quantity covered hereunder divided by date on which Seller delivers the number of months in Goods to the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, carrier. 4.6 Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from entitled to partial shipments within reason. Seller will also have the estimated quantity option of billing for partial shipments. Partial shipments will be made and invoiced by Seller when ready according to be purchased by Buyer hereunderclause 4.2. 5.3 The Seller is only responsible for delivering the Products to the location specified 4.7 Delay in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery partial shipments shall not be a breach relieve Customer of its obligation to pay for any shipments received prior to such delay or its obligation to accept the Agreement as to other remaining deliveries. 5.5 4.8 If delivery Customer is delayed through unable to receive the Buyer's default Goods when tendered, Customer shall be liable to Seller for any loss, damage, or if the Buyer declines additional expense incurred or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred suffered by the Seller as a result thereof. 4.9 Any quoted lead time(s) may be impacted due to the COVID-19 or any future pandemic and any related foreseeable or unforeseeable circumstances arising from it, including but not limited to government regulations, labor shortages, supply chain disruptions, or measures taken to preserve the health and safety of such delay; (iiiSeller’s workforce. Any quoted lead time(s) Store shall be considered an estimate based upon the Products best information available to Seller at the time the estimate is made and is subject to change without notice. 4.10 In case of a delay of Seller, Customer shall send a reminder letter to Seller, stating a reasonable deadline for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery fulfillment of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreementperformance. 5.6 The 4.11 Where the Customer incurs damage due to a delay arising from Seller's rights under this Section slight negligence, the Customer shall be entitled, in exclusion of further compensation for damages resulting from delay, to claim a half percent (0.5%) for each full week, but overall not more than five percent, of the value of the part of the total delivery that cannot be deemed waived or otherwise prejudiced by the Seller’s delivery used in due time because of the Products ordered under delay. If the delay is caused intentionally or by gross negligence by Seller or constitutes a Purchase Order after violation of a material obligation of Seller, statutory liability shall apply. Seller reserves the delivery date set forth in such Purchase Orderright to demonstrate that the Customer has suffered a damage smaller than the aforementioned lump sum.

Delivery. 5.1 (a) Barge deliveries. For barge deliveries, the Fuel shall be delivered to Buyer FOB barge at the Delivery terms are subject Point. Subject to the provisions of Section 5.2 title to and risk of loss of the Fuel will pass to Buyer when each barge, after being fully loaded and trimmed at the Delivery Point in accordance with this Master Agreement, has been delivered to the custody and control of, and has been accepted by, Buyer or its Transporter at the Delivery Point. Buyer or its Transporter shall furnish suitable barges for delivery of the Fuel and Seller shall provide or designate loading points that have adequate and accessible mooring and barge loading facilities sufficient to load the Fuel properly and within the appropriate loading time. Such barges shall be substantially compatible with the Source’s Fuel loading facilities to be utilized by Seller and shall be interpreted properly prepared to receive Fuel. Fuel haulage or transportation equipment provided by either Seller or Buyer, as the case may be, shall be clean, dry and suitable for the transportation of Fuel, and shall be provided in a timely fashion in order to comply with the delivery schedule. Seller agrees to inspect and to take all other reasonable and necessary steps so as not to permit Fuel to be loaded in barges that contain foreign material. Seller shall arrange for, remain responsible for, and shall pay all costs in connection with, transporting the Fuel to the Delivery Point and handling and loading the Fuel into barges to the proper draft and proper distribution as directed by Buyer or Buyer’s Transporter in such barges and shall fully defend, indemnify and hold Buyer harmless against any Claim made against Buyer for any cost, expenses or damage (either liquidated or unliquidated) that may be asserted against Buyer arising out of or resulting from Seller’s delivery of Fuel under this Master Agreement up to the Delivery Point, provided that Seller shall not be obligated to load any barge which it deems not to be clean and seaworthy. Should barges not be equipped with double sloped sheets inside the cargo box, Seller shall load coal starting no less than approximately five (5) feet from the box end(s)/bulkhead(s) of the Barge. Buyer shall arrange for, remain responsible for, and shall pay all costs in connection with, transporting the Fuel by barge from the Delivery Point to its destination incurred after the transfer of title to and risk of loss of the Fuel to Buyer. Seller shall be liable for and shall pay Buyer for any transportation costs or demurrage charges incurred by Buyer that may be occasioned by the breakdown or failure of the barge loading facilities, or by the failure of Seller to furnish and load Fuel at the Delivery Point. Buyer shall be liable for and shall pay Seller for any transportation costs or demurrage charges incurred by Seller caused by the failure to furnish suitable barges for the loading of Fuel at the Delivery Point; provided that such charges are not the result of an action or inaction of Seller. If the Delivery Point is such that the Fuel will have been transported by barge prior to delivery, then title to and risk of loss of the Fuel will pass to Buyer upon the transfer of the custody and control of the barge(s) to, and the acceptance of the barge(s) by, Buyer or Buyer’s Transporter. (b) Rail or truck deliveries. Unless otherwise specifically provided in the Confirmation, for rail or truck deliveries, the Fuel shall be delivered to Buyer FOB Unit Train(s) or FOB truck(s) at the Delivery Point. Seller shall bear, remain responsible for and pay all expenses and costs associated with delivery of the Fuel FOB Unit Train(s) or FOB truck(s) before the Delivery Point and shall fully defend, indemnify and hold Buyer harmless against any Claim made against Buyer for any cost, expenses or damage (either liquidated or unliquidated) that may be asserted against Buyer arising out of or resulting from Seller’s delivery of Fuel under this Master Agreement up to the Delivery Point. For truck deliveries, title to and risk of loss of the Fuel will pass to Buyer upon completion of proper loading of such trucks at the Delivery Point in accordance with this Master Agreement. For rail deliveries, title to and risk of loss of the terms Fuel will pass to Buyer upon completion of Incoterms 2010 specified proper loading of all railcars in each Unit Train at the Agreement. 5.2 Unless otherwise specifically agreed to Delivery Point in accordance with this Master Agreement and acceptance of the Unit Train by the parties railroad. Buyer or its Transporter shall furnish suitable Unit Trains or trucks for loading and delivery of the Fuel and Seller shall provide or designate loading points that have adequate access and loading facilities sufficient to load the Fuel properly and within the appropriate loading time. Such Unit Trains or trucks shall be substantially compatible with the Fuel loading facilities utilized by Seller and shall be properly prepared to receive Fuel. Fuel haulage or transportation equipment provided by either Seller or Buyer, as the case may be shall be clean, dry and suitable for the transportation of Fuel, and shall be provided in writinga timely fashion in order to comply with the delivery schedule. Seller agrees to inspect and to take all other reasonable and necessary steps so as not to permit Fuel to be loaded in railcars that contain foreign material. If the Delivery Point is such that the Fuel will have been transported by Unit Train or truck prior to delivery, then title to and risk of loss of the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped Fuel will pass to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) upon the average transfer of the monthly quantities purchased custody and control of the Unit Trains or trucks to. and the acceptance of such Unit Trains or trucks by Buyer, or Buyer’s Transporter. Seller shall be liable for and shall defend, indemnify, and hold harmless Buyer from any demurrage charges, excess freight charges, deficiency freight charges, or other transportation costs incurred by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation Seller’s failure to satisfy any loading and/or shipping requirements that Seller is informed of by Buyer. Buyer shall be deducted from liable for and shall pay Seller for any transportation costs or demurrage charges incurred by Seller caused by the estimated quantity failure to furnish Unit Trains or trucks for the loading of Fuel at the Delivery Point; provided that such charges are not the result of an action or inaction of Seller. It is the sole obligation and responsibility of Seller to conform to all rail carrier restrictions relating to maximum allowable gross railcar weights. Buyer shall inform Seller of all such restrictions to ensure Seller’s compliance therewith. If cars are found to be purchased by Buyer hereunder. 5.3 The overloaded, Seller is only shall be responsible for delivering any associated costs for reducing the Products weight of railcars to comply with the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery applicable rail carrier’s restrictions and shall be considered obligated to provide Buyer with corrected governing weight documentation. Seller shall be responsible for any damage resulting from overloaded cars. It is the sole obligation and responsibility of Seller to load trains to at least the minimum train weight as separate from other deliveries directed by and in compliance with the failure applicable transportation contract. Buyer shall inform Seller of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result all relevant provisions of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards contract to any Products that remain to ensure Seller’s compliance therewith. It shall be delivered under the Agreement. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of responsibility to verify minimum weight from the Products ordered under Buyer’s transportation coordinator before loading a Purchase Order after the delivery date set forth in such Purchase OrderUnit Train.

Delivery. 5.1 Delivery terms are subject to and The Goods shall be interpreted delivered, carriage paid, and/or the Services provided at Renold’s place of business or to such other place of delivery as is agreed by Renold in accordance with writing prior to delivery of the terms Goods and/or provision of Incoterms 2010 the Services (the “Delivery Location”). 5.2 The date for delivery of the Goods and/or provision of the Services shall be specified in the Agreement. 5.2 Unless otherwise specifically agreed to by the parties in writingOrder, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each or if no such partial date is specified then delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average shall take place within 28 days of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunderOrder. 5.3 The Seller is only responsible for delivering shall invoice Renold upon, but separately from, despatch of the Products Goods and/or provision of the Services to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructionsRenold. 5.4 Each The Seller shall ensure that each delivery shall is accompanied by a delivery note which shows, among other things, the Order number, date of Order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveriesdelivered. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting Time for delivery of the Products for more than 3 (three) days from Goods and/or provision of the date Services shall be of delivery set forth the essence. 5.6 Unless otherwise stipulated by Renold in the AgreementOrder, then deliveries shall only be accepted by Renold in normal business hours. 5.7 If the Seller may (Goods are not delivered and/or the Services not provided on the due date then, without prejudice to any other rights which it may have, Renold reserves the right to: 5.7.1 cancel the Contract in whole or remedy available in part; 5.7.2 refuse to it) do accept any or several subsequent delivery of the following: (i) Sell Goods and/or provision of the Products Services which the Seller attempts to make; 5.7.3 recover from the Seller any expenditure reasonably incurred by Renold in obtaining the Goods and/or Services in substitution from another supplier; and 5.7.4 claim damages for any additional costs, loss or expenses incurred by Renold which are in any way attributable to the Seller's account; (ii) Claim from failure to deliver the Buyer Goods and/or provide the Services on the due date. 5.8 If the Seller requires Renold to return any costs packaging material to the Seller that fact must be clearly stated on any delivery note delivered to Renold and expenses incurred any such packaging material shall only be returned to the Seller at the cost of the Seller. 5.9 Where Renold 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 Renold at its option to treat the whole Contract as a result repudiated. 5.10 If the Goods are delivered to Renold in excess of such delay; (iii) Store the Products quantities ordered Renold shall not be bound to pay for the Buyer excess and any excess shall be and shall remain at the BuyerSeller's risk and shall be returnable at the Seller's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreement. 5.6 The Seller's rights under this Section 5.11 Renold shall not be deemed waived to have accepted the Goods and/or Services until it has had thirty days to inspect them following delivery or otherwise prejudiced by provision thereof. Renold shall also have the Seller’s delivery right to reject the Goods and/or Services as though they had not been accepted for fourteen days after any latent defect in the Goods and/or Services has become apparent. 5.12 Delivery of the Products ordered under a Purchase Order after Goods shall be completed on the delivery date set forth in such Purchase Ordercompletion of the unloading of the Goods at the Delivery Location.

Delivery. 5.1 4.1 The Company shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Buyer and Company reference numbers, the type and quantity of the Goods (including code number of the Goods, where applicable), the total weight of the Goods being delivered and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered (the “Delivery terms are subject to Note”). 4.2 The method of delivery will be stated on the Order Acknowledgment and shall this should be interpreted in accordance with the terms of Incoterms 2010 specified in the AgreementINCOTERMS 2010. 5.2 Unless otherwise specifically agreed 4.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. 4.4 If the Company fails to by the parties in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may Goods, its liability shall be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a result Force Majeure Event or the Buyer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of such delay; (iii) Store the Products Goods. 4.5 The Company may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Buyer at to cancel any other instalment. 4.6 When the Buyer's expenseCompany delivers the Goods the Buyer will be required to sign the Delivery Note to confirm delivery. Signing of the Delivery Note by, or on behalf of, the Buyer is proof that the Goods delivered are of the correct quantity and quality. In the event that the Delivery Note is not signed by the Buyer then the Goods will be deemed delivered in accordance with the INCOTERMS 2010. If the Buyer discovers there is a discrepancy between the Delivery Note and those Goods which it has accepted the Buyer must inform the Company in writing by email within the following time scales: (a) if the total weight of the Goods, as stated on the Delivery Note, is 500kg or less then within one (1) Working Day; and/or or (ivb) Cancel if the total weight of the Goods, as stated on the Delivery Note, is more than 500kg but less than 3000kg then within two (2) Working Days; or (c) if the total weight of the Goods, as stated on the Delivery Note, is 3000kg or more then within one (1) week. 4.7 To the extent permitted by law, the Buyer agrees that in the event of a valid claim for non-delivery of the Products ordered Goods, the Company may at its sole discretion either reprocess or replace the Goods at its own expense but shall then be under the relevant Purchase Order or cancel the Agreement no further liability in connection with regards to any Products that remain to be delivered under the Agreementsuch non-delivery. 5.6 The Seller's rights under this Section shall not 4.8 All requests for proof of delivery must be deemed waived or otherwise prejudiced by made within a period of 21 days following the Seller’s date of the invoice. 4.9 If for any reason the Buyer is unable to accept delivery of the Products ordered under a Purchase Order after Goods at the delivery date set forth in such Purchase Ordertime when the Goods have been notified as ready for delivery, the Company may, at the cost of the Buyer, at its sole discretion store the Goods at the risk of the Buyer and take all reasonable steps to safeguard and insure them, provided that the Buyer shall be immediately informed thereof.

Delivery. 5.1 Delivery terms are subject to and 7.1. The Goods shall be interpreted delivered in accordance with the terms stated overleaf. Where the terms of Incoterms 2010 specified in delivery are not stated overleaf, then delivery of the AgreementGoods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place. 5.2 Unless otherwise specifically agreed to by the parties in writing, 7.2. The date for delivery as stated overleaf is only an estimate and the Seller may deliver the Products shall not be liable for any delay in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer Goods however caused. Time for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery essence of the Products for more than 3 (three) days from Contract unless previously agreed by the Seller in writing. The Goods may be delivered or shipped by the Seller in advance of the date of delivery set forth stated overleaf on giving reasonable notice to the Buyer. 7.3. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Terms or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated. 7.4. If the Seller fails to deliver the Goods (or any instalment) for any reason other than any cause due to Force Majeure or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the Agreement, then cheapest available market) of similar goods to replace those not delivered over the price of the Goods. 7.5. If the Buyer fails to take delivery of the Goods or fails to give the Seller may adequate delivery instructions prior to delivery (otherwise than by reason of the Seller’s fault) then, without prejudice to limiting any other right or remedy available to itthe Seller, the Seller may: (a) do any or several of store the following: (i) Sell Goods until actual delivery and charge the Products Buyer for the Seller's accountreasonable costs (including insurance) of storage; or (iib) Claim from sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at excess over the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered price under the relevant Purchase Order Contract or cancel charge the Agreement with regards to Buyer for any Products that remain to be delivered shortfall below the price under the AgreementContract. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Landlord will endeavor to tender possession of the Premises to Tenant with the Tenant Improvements Substantially Complete on or before the Estimated Completion Date; provided, that if the date on which Landlord actually tenders possession of the Premises to Tenant in such condition does not occur on or before the Estimated Completion Date, this Lease shall not be void or voidable, the Term of this Lease shall not be extended, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom; provided further that Landlord shall use commercially reasonable efforts to tender to Tenant delivery of possession of the Premises in such condition as soon as reasonably possibly after the Estimated Completion Date. Notwithstanding the foregoing, if Landlord is unable to deliver possession of the Premises to Tenant on or before the date which is six (6) months after the Estimated Completion Date (“Outside Delivery terms are subject Date”), then Tenant shall have the right to and terminate this Lease by delivering Notice thereof to Landlord no later than five (5) business days after the Outside Delivery Date, which termination shall be interpreted effective thirty (30) days after the date of such Notice, provided that if Landlord delivers possession of the Premises to Tenant within such thirty (30) day period, then Tenant’s notice to terminate shall be deemed void and this Lease shall continue in full force and effect. If this Lease is terminated in accordance with the terms immediately preceding sentence, Landlord shall promptly return to Tenant any unapplied portion of Incoterms 2010 specified the Security Deposit and any pre-paid Rent. Tenant’s failure to deliver a Notice of termination within five (5) business days after the Outside Delivery Date shall be deemed Tenant’s waiver of its right to terminate this Lease due to a delay in delivery of the Agreement. 5.2 Unless otherwise specifically agreed Premises. Notwithstanding anything contained herein to by the parties in writingcontrary, the Seller may deliver Outside Delivery Date shall be extended on a day-for-day basis for any delay to the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity extent caused solely by an event of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, Force Majeure and/or a Tenant Delay; provided that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number such event of months in the current period. Any quantity not shipped Force Majeure arises as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering Orders (as defined herein), the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery Outside Delivery Date shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from extended beyond the date of delivery set forth in the Agreement, then the Seller may that is four (without prejudice to any other right or remedy available to it4) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreement. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order months after the delivery date set forth in such Purchase Order.Orders are no longer effective. As used herein, “

Delivery. 5.1 Delivery terms 4.1 Unless agreed otherwise in writing by the parties, all Goods are subject to and shall be interpreted delivered FCA (“Free carrier” as defined in accordance with INCOTERMS 2020®) at the terms of Incoterms 2010 place specified in the AgreementOrder Confirmation. 5.2 Unless otherwise specifically agreed 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to by Seller requiring the parties in writingdelivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the Seller may deliver delivery within 14 days, Buyer shall be entitled to cancel the Products in partial deliveries Order. Seller’s sole liability and invoice the Buyer Buyer’s exclusive remedy for each such partial non-delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may will be limited by Sellerto (a) refunding any sums which Buyer has paid for the undelivered Goods, in its sole discretion, to either and (ib) the average of the monthly quantities purchased by reimbursing Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries reasonable and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any proper external costs and expenses incurred by the Seller as a result Buyer, in obtaining replacement goods of such delay; (iii) Store the Products for the Buyer similar description and quality, at the Buyer's expense; and/or (iv) Cancel lowest available market price, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Products ordered under Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licenses or authorizations to enable the relevant Purchase Order Goods or cancel the Agreement with regards to any Products that remain Services to be delivered under the Agreementsupplied on time (“Delivery Information”). 5.6 The Seller's rights under this Section shall not be deemed waived 4.5 If Buyer refuses or otherwise prejudiced by the Seller’s fails to take delivery of the Products ordered Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to ▇▇▇▇▇, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a Purchase Order after the delivery date set forth in such Purchase Ordercharge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 5.1 Delivery terms are 4.1 Unless otherwise agreed between MARELLI and Supplier, Supplier shall deliver, and MARELLI shall accept, the Products on DDP basis as defined in the International Commercial Terms (Incoterms 2010) of the International Chamber of Commerce subject to amendments in part hereof. 4.2 MARELLI may issue one or more Firm Order(s) to Supplier specifying the quantities of the Products to be purchased and the required delivery dates. 4.3 Supplier shall deliver the Products to MARELLI in the quantity and by the time specified by MARELLI. Supplier’s obligations relating to the time for production and/or delivery of the Products are integral parts of and constitute conditions of this Agreement. In the event that the delivery of the Products to MARELLI is likely to be interpreted delayed, Supplier shall notify MARELLI thereof in accordance advance; provided that such notice shall not release Supplier from its liabilities for all costs, losses and consequential damages resulting from incomplete or delayed delivery; without prejudice to MARELLI’s other available rights and remedies, MARELLI shall have the right to reject in whole or in part the delivery of the Products. Supplier is responsible for all costs (including those arising out of currency fluctuations) and losses (including loss of profits), as reasonably calculated by MARELLI, due to incomplete or delayed delivery. 4.4 Shipments in excess of quantities specified by MARELLI may be returned to Supplier, and Supplier shall pay MARELLI for all return handling and transportation expenses. MARELLI reserves the right to accept, at its sole discretion, in whole or in part, any Products delivered in excess of those specified by MARELLI and may, but shall not be obliged to, make such payment as MARELLI considers appropriate in respect of the excess Products. MARELLI shall not be obliged to give notice to Supplier of its acceptance or rejection of any Products delivered in excess of those specified. 4.5 MARELLI reserves the right, at its sole discretion, to place emergency orders in addition to regular orders placed from time to time under this Agreement or to require Supplier to deliver the Products earlier than the time originally specified by MARELLI. In any such case Supplier shall use its best efforts to comply with such emergency orders or revised timetable. 4.6 Supplier shall timely and accurately fulfill all requests by MARELLI, or its designated agents, for country of origin certification for all Products supplied to MARELLI whether or not preferential origin or tariff treatment applies. This includes, for example, but without limitation, national or international certifications and data for various and applicable Free Trade Agreements, Generalized System of Preferences, Average Fuel Economy and Labeling etc. 4.7 Partial deliveries are not allowed, unless so agreed in writing by the Parties. 4.8 Supplier shall supply, together with the terms of Incoterms 2010 specified in the Agreementdelivery, all necessary documents needed for Products usage (for example, user, technical and installation manuals, warranties, etc.). 5.2 Unless 4.9 Where not otherwise specifically agreed to by the parties specified in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity carriage of Products shipped to Buyer shall be fully at Supplier's own risk and expense. 4.10 In the event of: 1. missed or delayed or not compliant delivery at the fault of the Supplier; 2. delivery at a place different from the one specified by Seller in any month may be limited by SellerMARELLI, MARELLI shall have, in its sole discretion, the right to either (i) procure elsewhere, at any time, in whole or in part, the average Products ordered, at Supplier’s cost and risks, with the sole obligation of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereundernotifying Supplier. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. 4.11 In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries case and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other further right or remedy available remedy, MARELLI shall have the right, but not the obligation, to it) do any or several charge to Supplier an amount equal to 1.5% of the following: (i) Sell total value of the delayed Products shipments for every 5 business days of delay, provided that the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result maximum amount of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery additional charges, applicable from time to time to any single delay may not exceed 10% of the Products ordered under value of the relevant Purchase Order or cancel undelivered Products. This amount represents a simple estimate of the Agreement damage agreed in advance by MARELLI and by Supplier and shall not preclude the right to MARELLI to claim compensation for any further damage and, in the case of exceeding this amount, to terminate, with regards to any Products that remain to be delivered under the immediate effect, by simple communication, this Agreement. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Time is of the essence for Supplier’s delivery, performance and all other obligations arising herein. Buyer has no obligation to accept any delivery that does not meet the scheduled Delivery terms are subject to and Date. Supplier shall be interpreted 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 accordance its sole discretion. Supplier will provide immediate written notice to Buyer of any anticipated delay and the anticipated actual time for late delivery (hereinafter referred to as “Grace Period”- Grace period cannot be longer than eight (8) calendar days). The Parties further acknowledge and agree that the following liquidated damages are believed to represent a genuine estimate of the loss that would be suffered by Buyer by reason of any late deliveries (which losses would be difficult or impossible to calculate with certainty) and are neither intended as a penalty nor operate as a penalty. Buyer shall be entitled to assess two (2) percent of the terms purchase price of Incoterms 2010 specified in the Agreement. 5.2 Unless otherwise specifically agreed late delivered Deliverable for each full calendar day of late delivery starting on the day after the Delivery Date or Grace Period as liquidated damages. Notwithstanding the foregoing, unless Section 22. Force Majeure applies, if Supplier fails to by the parties in writing, the Seller may properly deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by SellerDeliverables, Buyer, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, may do one or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell cancel the Products for the Seller's accountPO in whole or in part; (ii) Claim from return previously delivered Deliverables which were ordered in connection with the canceled PO and which are no longer needed; (iii) cancel any current PO(s) pursuant to which Buyer any costs had ordered which was related to the canceled PO and expenses incurred by the Seller which is no longer needed as a result of such delaycancellation; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel 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 between the parties, delivery of the Products ordered under Deliverables will be made pursuant to " FCA Supplier’s facility (Incoterms 2020)". Title to the relevant Purchase Order or cancel the Agreement with regards Deliverables shall be transferred to any Products that remain to be delivered under the Agreement. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s Buyer upon delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase OrderDeliverables to Buyer.

Delivery. 5.1 Delivery terms 4.1 Any delivery date(s) provided by Seller to Customer are subject non-binding estimates, and Seller reserves the right to modify the delivery date(s) without notice. 4.2 Seller shall inform Customer on its readiness to ship and Customer shall confirm a delivery date within latest 30 days after such confirmation. Customer is aware and acknowledges that any failure to communicate a delivery date within the said period will cause a default of acceptance of Customer. 4.3 Any customary costs incurred in particular for storage, and with a minimum as charged by Seller´s logistic company, be it at Seller´s premises or be it at a third party storage company, shall be interpreted in accordance with reimbursed to Seller within 14 days after receipt of the terms of Incoterms 2010 specified in the Agreementinvoice notwithstanding Sellers right to claim further damages incurred. 5.2 Unless otherwise specifically 4.4 For any deferral of any delivery periods, if so agreed to by the parties in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, Customer hereby agrees that storage shall be done at Seller´s affiliate Coolbridge Szolgáltató Kft., H-2890 Tata, Szomódi út 4., tax number: 27045602-2-11 according to the respective terms and conditions as valid at the time being. 4.5 If Seller has agreed in its sole discretionwriting to a specific delivery or shipping schedule, to either (i) it shall commence on the average date of the monthly quantities purchased by Buyer for the preceding contract monthsSeller’s Order Confirmation, or but not before Customer’s delivery of other necessary documents, including any agreed security if any and (ii) end on the maximum estimated quantity covered hereunder divided by date on which Seller delivers the number of months in Goods to the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, carrier. 4.6 Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from entitled to partial shipments within reason. Seller will also have the estimated quantity option of billing for partial shipments. Partial shipments will be made and invoiced by Seller when ready according to be purchased by Buyer hereunderclause 4.2. 5.3 The Seller is only responsible for delivering the Products to the location specified 4.7 Delay in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery partial shipments shall not be a breach relieve Customer of its obligation to pay for any shipments received prior to such delay or its obligation to accept the Agreement as to other remaining deliveries. 5.5 4.8 If delivery Customer is delayed through unable to receive the Buyer's default Goods when tendered, Customer shall be liable to Seller for any loss, damage, or if the Buyer declines additional expense incurred or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred suffered by the Seller as a result thereof. 4.9 Any quoted lead time(s) may be impacted due to the COVID-19 or any future pandemic and any related foreseeable or unforeseeable circumstances arising from it, including but not limited to government regulations, labor shortages, supply chain disruptions, or measures taken to preserve the health and safety of such delay; (iiiSeller’s workforce. Any quoted lead time(s) Store shall be considered an estimate based upon the Products best information available to Seller at the time the estimate is made and is subject to change without notice. 4.10 In case of a delay of Seller, Customer shall send a reminder letter to Seller, stating a reasonable deadline for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery fulfillment of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreementperformance. 5.6 The 4.11 Where the Customer incurs damage due to a delay arising from Seller's rights under this Section slight negligence, the Customer shall be entitled, in exclusion of further compensation for damages resulting from delay, to claim a half percent (0.5%) for each full week, but overall not more than five percent, of the value of the part of the total delivery that cannot be deemed waived or otherwise prejudiced by the Seller’s delivery used in due time because of the Products ordered under delay. If the delay is caused intentionally or by gross negligence by Seller or constitutes a Purchase Order after violation of a material obligation of Seller, statutory liability shall apply. Seller reserves the delivery date set forth in such Purchase Orderright to demonstrate that the Customer has suffered a damage smaller than the aforementioned lump sum.

Delivery. 5.1 Delivery terms are subject ‌ 9.1 Subject to receipt of all amounts payable by the Buyer (whether under the Agreement or otherwise) due before delivery, the Seller shall deliver the Product, and the Buyer shall be interpreted take delivery of the Product, in accordance with the terms Order and otherwise in accordance with this clause 9. 9.2 The method of Incoterms 2010 delivery shall be as specified in the AgreementOrder. Where the Order does not stipulate a delivery term, delivery shall be FCA Seller’s premises, Wilton International (Incoterms 2010). 5.2 Unless otherwise specifically agreed 9.3 Delivery shall take place on the earliest to by occur of any of the parties following, as appropriate to the provisions of the Order: 9.3.1 the Seller giving to the Buyer, or any other person having apparent authority to receive the Product on behalf of the Buyer, custody of the Product, and in writingdefault of any such person being present at the relevant time, the Seller may deliver effect delivery by leaving the Products Product at the delivery address identified in partial deliveries and invoice the Order; 9.3.2 the Seller agreeing in writing to hold the Product on behalf of the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer or its nominee; or 9.3.3 the Seller giving any carrier engaged by the Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average custody of the monthly quantities purchased by Buyer Product for the preceding contract months, or (ii) purposes of carriage to the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunderBuyer. 5.3 The Seller 9.4 It is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach condition of the Agreement as to other deliveries. 5.5 If that the Buyer receives or arranges for the receipt of the Product when delivery is delayed through effected by the Buyer's default Seller and shall provide all necessary labour, materials and plant, prepare the site and procure all licences and other authorisations required for the Seller or if the carrier (as appropriate) to effect delivery in accordance with this clause 9.‌ 9.5 If the Buyer declines or delays accepting fails to take delivery of the Products for more than 3 (three) days from the date of delivery set forth in the AgreementProduct, then the Seller may (without prejudice to any other right or remedy available to it) do any or several store the Product at the risk and cost of the following: (i) Sell Buyer. 9.6 Where the Products for the Seller's account; (ii) Claim from Product is delivered in bags rather than in bulk, the Buyer shall unload the Product and shall provide all necessary equipment and labour to do so. 9.7 The Seller may discontinue deliveries on any costs Product, the manufacture, sale or use of which in its opinion would involve patent infringement. 9.8 The Buyer shall promptly unload, release and expenses return to the Seller all returnable materials and transportation equipment so that no related expense or loss shall be incurred by the Seller as a result of Seller. The Buyer shall assume all liability including demurrage with respect to such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreementreturnable materials and equipment, including packaging. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery terms are subject Seller shall deliver equipment for each Liquefaction Train DDP the marine offloading facility(ies) adjacent to the Site as designated by Buyer to Seller for the items to be delivered by ocean vessel/barge (Incoterms 2010) and shall DDP the Site for the items to be interpreted in accordance with the terms of delivered by truck (Incoterms 2010 specified in the Agreement. 5.2 Unless otherwise specifically agreed to by the parties in writing2010) (collectively, the Seller may deliver the Products in partial deliveries and invoice the Buyer “Delivery Point”). Except for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery those obligations expressly set forth in the applicable Incoterms 2010 or as specifically provided under the Agreement, then the Seller may (without prejudice shall not be liable in any claim asserted by Buyer with respect to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under Liquefaction Trains beyond the relevant Purchase Order or cancel Delivery Point. The date of delivery for each Liquefaction Train is the date on which the Liquefaction Train in its entirety is delivered in accordance with this Clause 9.1 per the Incoterms to the Delivery Point. For the avoidance of doubt, delivery of an individual Liquefaction Train for purposes of the Agreement shall occur only when Seller has complied with regards to any Products all of its delivery obligations hereunder for that remain to be delivered under individual Liquefaction Train in its entirety. Except as otherwise provided in the Agreement. 5.6 The Seller's rights under this Section Project Schedule or authorized in writing by Buyer, Seller shall not (a) deliver Liquefaction Trains 1 – 4 and 9 – 12 (as provided in the Project Schedule) to the Delivery Point more than [***] prior to the last day on which Buyer would be deemed waived or otherwise prejudiced by entitled to payment of a bonus pursuant to Clause 6.7, (b) deliver Liquefaction Trains 5 – 8 (as provided in the Seller’s Project Schedule) to the Delivery Point more than [***] prior to the last day on which Buyer would be entitled to payment of a bonus pursuant to Clause 6.7, (c) deliver Liquefaction Trains 13 – 18 (as provided in the Project Schedule) to the Delivery Point more than [***] prior to the last day on which Buyer would be entitled to payment of a bonus pursuant to Clause 6.7, and (d) deliver Liquefaction Trains 19 – 24 (as provided in the Project Schedule) to the Delivery Point more than [***] prior to the last day on which Buyer would be entitled to payment of a bonus pursuant to Clause 6.7. Upon delivery of the Products ordered under Buyer shall unload delivered items within a Purchase Order after the delivery date set forth in such Purchase Orderreasonable time, and for all ocean vessel/barge shipments no later than [***] from delivery.

Delivery. 5.1 a. If the Goods are delivered, the Customer authorises ▇▇▇▇▇▇▇ Cranes to deliver the Goods to the place nominated by the Customer and to leave the Goods at such place whether or not any person is present to accept delivery. ▇▇▇▇▇▇▇ Cranes is not obliged to obtain a signed receipt, signed delivery docket or other acknowledgment of the Goods from any person at the nominated place for delivery, but if such signature or acknowledgement is obtained from a person reasonably believed by ▇▇▇▇▇▇▇ Cranes to hold authority to sign for or otherwise take delivery of the Goods, then such signed receipt, signed delivery docket or other acknowledgment will be conclusive evidence of the Customer’s acceptance of the Goods. b. The Customer must provide a suitable and safe area at the nominated delivery site to unload the Goods and ensure that ▇▇▇▇▇▇▇ Cranes (or agent’s, employees or contractors of ▇▇▇▇▇▇▇ Cranes) use of the nominated delivery site is compliant with relevant work health and safety legislation. c. Delivery terms of the Goods is deemed to occur when they are subject handed to the Customer or the Customer’s representative, whichever occurs first. ▇▇▇▇▇▇▇ Cranes will not be liable on any basis whatsoever for loss suffered by the Customer after the Goods are delivered. d. The Customer agrees to examine the Goods immediately after delivery. e. The Customer must pay and shall be interpreted ▇▇▇▇▇▇▇ Cranes reserves the right to charge the Customer all costs and fees incurred as a result of: i. any delay in accordance delivery of the Goods which is caused by the Customer or the conditions of the nominated delivery site or the nature of the Goods being delivered; ii. any unexpected labour or additional costs in connection with the terms delivery; and iii. any permit or licence or other extraordinary costs of Incoterms 2010 specified in transporting or delivering the AgreementGoods (including wide or long loads). 5.2 Unless otherwise specifically agreed f. If ▇▇▇▇▇▇▇ Cranes are unable to by the parties in writing, the Seller may deliver the Products in partial deliveries Goods due to the Customer, ▇▇▇▇▇▇▇ Cranes reserve the right to store the Goods or deliver the Goods to any nominated delivery site and invoice charge the Buyer Customer all costs of storage or delivery (as applicable) incurred by ▇▇▇▇▇▇▇ Cranes for each such partial delivery accordingly. storage or delivery. g. The quantity Customer agrees to indemnify and hold ▇▇▇▇▇▇▇ Cranes (or agent’s, employees or contractors of Products shipped to Buyer by Seller in ▇▇▇▇▇▇▇ Cranes) from any month may be limited by Sellerand all claims, in its sole discretion, to either (i) the average loss and damage arising out of: i. Delivery of the monthly quantities purchased Goods (including any loss or damage cause by Buyer for delivering the preceding contract months, Goods to an unattended site and loss or (ii) the maximum estimated quantity covered hereunder divided damage suffered by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped ▇▇▇▇▇▇▇ Cranes as a result of such limitation shall be deducted from any property damage or personal injury caused by the estimated quantity delivery and unloading the Goods); ii. The Customer’s failure to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products provide a safe, suitable and compliant nominated delivery site in accordance with clause 9(a); except to the location specified in the Agreement. In no event shall Seller be bound to tender delivery extent that ▇▇▇▇▇▇▇ Cranes (or agent’s, employees or contractors of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure ▇▇▇▇▇▇▇ Cranes) have committed an act of any delivery shall not be a negligence, breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default law or if the Buyer declines or delays accepting delivery breach of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreement. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery terms 4.1 Unless agreed otherwise in writing by the parties, all Goods are subject to and shall be interpreted delivered FCA (“Free carrier” as defined in accordance with INCOTERMS 2020®) at the terms of Incoterms 2010 place specified in the AgreementOrder Confirmation. 5.2 Unless otherwise specifically agreed 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to by Seller requiring the parties in writingdelivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the Seller may deliver delivery within 14 days, Buyer shall be entitled to cancel the Products in partial deliveries Order. Seller’s sole liability and invoice the Buyer Buyer’s exclusive remedy for each such partial non-delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may will be limited by Seller, in its sole discretion, to either (ia) refunding any sums which Buyer has paid for the average of the monthly quantities purchased by undelivered Goods and (b) reimbursing Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries reasonable and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any proper costs and expenses incurred by the Seller as a result Buyer in obtaining replacement goods of such delay; (iii) Store the Products for the Buyer similar description and quality, at the Buyer's expense; and/or (iv) Cancel lowest available market price, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Products ordered under Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the relevant Purchase Order Goods or cancel the Agreement with regards to any Products that remain Services to be delivered under the Agreementsupplied on time (“Delivery Information”). 5.6 The Seller's rights under this Section shall not be deemed waived 4.5 If Buyer refuses or otherwise prejudiced by the Seller’s fails to take delivery of the Products ordered Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to ▇▇▇▇▇, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under a Purchase Order after the Contract. 4.6 If Seller's delivery date set forth note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Purchase Order.Packages shall be returned in accordance with

Delivery. 5.1 Delivery terms are subject (a) Seller shall use commercially reasonable efforts to and shall be interpreted in accordance with deliver the terms of Incoterms 2010 Goods on the delivery date specified in the AgreementSales Order Confirmation (the “Required Arrival Date”), using Seller’s standard methods for manufacturing and/or procuring, packaging and shipping such Goods. Notwithstanding the foregoing, Seller may, at its option, deliver the Goods up to fourteen (14) days prior to the Required Arrival Date. 5.2 Unless otherwise specifically agreed to by the parties in writing, the (b) Seller may shall deliver the Products Goods to the delivery address specified in partial deliveries the Sales Order Confirmation (the “Delivery Location”), which may be Seller’s place of business. If the Delivery Location is Seller’s place of business, Buyer shall take delivery of the Goods within fourteen (14) days of Seller’s written Notice (as such term is defined below) that the Goods have been delivered to the Delivery Location. (c) If for any reason Buyer fails to take delivery of the Goods pursuant to Section 2(b) or fails to accept delivery of any of the Goods on the actual date of delivery of the Goods (the “Delivery Date”), or if Seller is unable to deliver the Goods at the Delivery Location on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations, then on such date: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered to and invoice (subject to Section 7) accepted by Buyer; and (iii) Seller, in its sole and absolute discretion, may resell, destroy or store the Goods until Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller picks them up, whereupon, in any month may such event, Buyer shall be limited by Sellerliable for all related costs and expenses (including, without limitation, storage and insurance). Seller reserves the right, in its sole and absolute discretion, to store, resell, or destroy any Goods for which Buyer does not take or accept delivery or fails to provide appropriate instructions, documents, licenses or authorizations for such delivery, and Seller shall, in any such event, be relieved of any responsibility or liability with respect to those Goods. (d) Buyer shall be responsible for all loading costs and shall provide equipment and labor reasonably suited for receipt of the Goods at the Delivery Location. (e) Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to either (i) Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the average units shipped whether such shipment is in whole or partial fulfillment of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunderSales Order Confirmation. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which (f) Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be may request a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from Goods, in which case Buyer assumes the date risk of delivery loss of such Goods as of the Required Arrival Date set forth in the Agreement, then the Seller may applicable Sales Order Confirmation. (without prejudice to g) The quantity of any other right or remedy available to it) do any or several installment of Goods as recorded by ▇▇▇▇▇▇ on dispatch from Seller’s place of business is conclusive evidence of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the quantity received by Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the on delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreementabsent manifest error. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 2.1 Delivery terms are subject to and shall be interpreted in accordance with the terms of Incoterms 2010 specified in the Agreement. 5.2 Unless otherwise specifically agreed to by the parties in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth stated in the Agreement, then or, if none are so stated, Delivered Duty Paid (DDP) the designated Timken facility. Delivery terms are governed by Incoterms 2010. 2.2 Seller may (without prejudice to any other right or remedy available to it) do any or several shall deliver all Products and Services on the dates specified by Timken, and meet all of Timken’s required service levels. Time is of the following: (i) Sell the Products essence for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result purposes of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreement. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of Products and Services to Timken. Timken may reject any Pr oducts or Services not delivered on time (w hether early or late) and return such Products and Services at Seller’s risk and expense. Seller may not w ithhold delivery for any reason w ithout the prior w ▇▇▇▇▇▇ consent of Timken. 2.3 Seller shall deliver all Products and Services in the quantities specified by Timken in a purchase order. Forecast quantities are estimates for reference only and do not constitute binding commitments by Timken to purchase. Quantities delivered in exc ess of ordered quantities may be returned at Seller’s risk and expense. 2.4 Risk of loss and damage to the Products ordered under a Purchase Order after remains w ith Seller until the Products have been delivered to Timken in accordance w ith the delivery date set forth terms. Notw ithstanding the preceding sentence, if the Products are received by Timken on consign ment, (a) risk of loss and damage to the Products, and responsibility for insuring the Products against loss and damage, remains w ith Seller until the time at w hich Timken either resells the Products or uses the Products in production (referred to as the “end of the consignment period”), (b) title to the Products remains w ith Seller, and Timken has an absolute right to return the Products, up to the end of the consignment period, and (c) title to the Products passes to Timken at the end of the consignment period. 2.5 If Seller has reason to believe that a delivery of Products or the performance of Services may not be made w ithin the time required by the Agreement, or if an actual delay has occurred, Seller shall promptly send w ▇▇▇▇▇▇ notice to Timken, stating the cause and expected duration of the delay. During the period of any delay, Seller shall at its sole cost and expense take all steps as are necessary or desirable to mitigate the effects of the delay on Timken and minimize disruption of supply to Timken, including treating Timken no less favorably than any of its other customers if Seller is required to allocate goods or resources among its customers. If there is an anticipated or actual delay, or a threat by Seller to suspend delivery for any reason, Timken may, in addition to all other remedies available to it, take one or a combination of the follow ing actions: (a) direct Seller to ship, at Seller’s sole cost and expense, Products using an expedited method of transportation such Purchase Orderas express air freight, (b) acquire substitute Products or Services from other sources, in w hich case Seller shall reimburse Timken for any additional costs and expenses, including incidental costs of cover, and ( c) cancel or reduce the quantities under the Agreement. Timken w ill have no liability to Seller w ith respect to the cancelled or reduced quantities.

Delivery. 5.1 Delivery terms are subject The Purchase Order shall specify requested delivery dates. Seller shall ship products with appropriate lead-time such that Products arrive at Buyer's dock on or reasonably around the requested arrival dates (absent a Force Majeure Event); provided, that Seller shall notify Buyer if it has reason to believe that any particular shipment of Products may not arrive at Buyer's dock within ten (10) days after the requested arrival dates, it being agreed and shall understood by the parties that the failure by Seller, on more than three (3) occasions with respect to any five (5) consecutive required delivery dates as set forth in Purchase Orders previously [***] Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. EXHIBIT 10.22 CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24B-2 CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. THE OMITTED MATERIALS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. delivered by Buyer and agreed upon by Seller, to deliver all units required to be interpreted delivered pursuant to such Purchase Orders upon any particular delivery date to Buyer's dock within the ten-day period following the respective delivery date (provided the cause of such delivery failure is not attributable to a request by Buyer that Seller make modifications to one or more Products prior to delivery that would not otherwise have had to been made by Seller in order to deliver Products in accordance with the terms of Incoterms 2010 specified in the Agreement. 5.2 Unless otherwise specifically agreed to by the parties in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreement. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such then-effective Purchase Order) may result in Buyer terminating this Agreement under Section 2.2.

Delivery. 5.1 2.1 The Supplier shall deliver the Goods in accordance with any delivery timescales, delivery dates and delivery instructions (to include, without limitation, as to delivery location and delivery times) set out in the Specification and Tender Response Document, a Purchase Order or as otherwise agreed with the Authority in writing. 2.2 Delivery terms shall be completed when the Goods have been unloaded at the location specified by the Authority and such delivery has been received by a duly authorised agent, employee or location representative of the Authority. The Authority shall procure that such duly authorised agent, employee or location representative of the Authority is at the delivery location at the agreed delivery date and times in order to accept such delivery. Any arrangement by which the Goods are subject collected by the Authority in return for a discount on the Contract Price shall be agreed by the Parties in writing (where due to an emergency such arrangements cannot be committed to writing prior to collection, the Parties shall confirm such arrangements in writing as soon as possible following collection). Where the Authority collects the Goods, collection is deemed delivery for the purposes of the Contract. 2.3 The Supplier shall ensure that a delivery note shall accompany each delivery of the Goods. Such delivery note shall contain the information specified in the Specification and Tender Response Document or as otherwise agreed with the Authority in writing. Where such information requirements as to the content of delivery notes are not specified or separately agreed, such delivery notes shall, as a minimum, contain the Authority’s order number, the name and address of the Authority, a description and quantity of the Goods, and shall show separately any extra agreed charges for containers and/or any other item not included in the Contract Price or, where no charge is made, whether the containers are required to be interpreted returned. 2.4 Part deliveries and/or deliveries outside of the agreed delivery times/dates may be refused unless the Authority has previously agreed in writing to accept such deliveries. Where delivery of the Goods is refused by the Authority in accordance with this Clause 2.4 of this Schedule 2, the Supplier shall be responsible for all risks, costs and expenses associated with the re-delivery of the Goods in accordance with the terms of Incoterms 2010 specified in agreed delivery times/dates. Where the Agreement. 5.2 Unless otherwise specifically agreed to by the parties in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial Authority accepts delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreement. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.five

Delivery. 5.1 The Supplier shall deliver the Goods in accordance with any delivery timescales, delivery dates and delivery instructions (to include, without limitation, as to delivery location and delivery times) set out in the Specification and Tender Response Document, a Consignment Request, or a Purchase Order or as otherwise agreed with the Authority in writing. Delivery terms shall be completed when the Goods have been unloaded at the location specified by the Authority and such delivery has been received by a duly authorised agent, employee or location representative of the Authority. The Authority shall procure that such duly authorised agent, employee or location representative of the Authority is at the delivery location at the agreed delivery date and times in order to accept such delivery. Any arrangement by which the Goods are subject collected by the Authority in return for a discount on the Contract Price shall be agreed by the Parties in writing (where due to an emergency such arrangements cannot be committed to writing prior to collection, the Parties shall confirm such arrangements in writing as soon as possible following collection). Where the Authority collects the Goods, collection is deemed delivery for the purposes of the Contract. The Supplier shall ensure that a delivery note shall accompany each delivery of the Goods. Such delivery note shall contain the information specified in the Specification and Tender Response Document or as otherwise agreed with the Authority in writing. Where such information requirements as to the content of delivery notes are not specified or separately agreed, such delivery notes shall, as a minimum, contain the Authority’s order number, the name and address of the Authority, a description and quantity of the Goods, and shall show separately any extra agreed charges for containers and/or any other item not included in the Contract Price or, where no charge is made, whether the containers are required to be interpreted returned. Part deliveries and/or deliveries outside of the agreed delivery times/dates may be refused unless the Authority has previously agreed in writing to accept such deliveries. Where delivery of the Goods is refused by the Authority in accordance with this Clause 2.4 of this Schedule 2, the Supplier shall be responsible for all risks, costs and expenses associated with the re-delivery of the Goods in accordance with the terms agreed delivery times/dates. Where the Authority accepts delivery more than five (5) days before the agreed delivery date, the Authority shall be entitled to charge the Supplier for the costs of Incoterms 2010 specified insurance and storage of the Goods until the agreed date for delivery. Unless otherwise set out in the Agreement. 5.2 Unless otherwise specifically Specification and Tender Response Document or agreed to by with the parties Authority in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation Supplier shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from carriage, insurance, transport, all relevant licences, all related costs, and all other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel associated with the delivery of the Products ordered under Goods to the relevant Purchase Order delivery location and unloading of the Goods at that location. Without limitation to the foregoing provision of this Clause 2.5 of this Schedule 2, unless otherwise stated in the Specification and Tender Response Document or cancel agreed with the Agreement with regards Authority in writing, the Supplier shall be responsible for obtaining all export and import licences for the Goods and shall be responsible for any delays to the delivery time due to such licences not being available when required. In the case of any Products Goods supplied from outside the United Kingdom, the Supplier shall ensure that remain accurate information is provided to the Authority as to the country of origin of the Goods and shall be liable to the Authority for any extra duties or taxes for which the Authority may be accountable should the country of origin prove to be delivered under different from that set out in the Agreement. 5.6 The Seller's rights under this Section Specification and Tender Response Document. All third party carriers engaged to deliver the Goods shall not at no time be deemed waived or otherwise prejudiced by the Seller’s delivery an agent of the Products ordered under a Purchase Order after Authority and accordingly the delivery date set forth in such Purchase OrderSupplier shall be liable to the Authority for the acts and omissions of all third party carriers engaged to deliver the Goods to the Authority.

Delivery. 5.1 Delivery terms are subject to 4.1 Unless otherwise agreed between MARELLI and Supplier, Supplier shall be interpreted deliver, and MARELLI shall accept, the Products in accordance with to the terms and standards, defined in the International Commercial Terms (Incoterms 2020) of Incoterms 2010 the International Chamber of Commerce as designated and specified in the AgreementPurchase Order. 5.2 Unless otherwise specifically agreed 4.2 MARELLI may issue one or more Purchase Order(s) to Supplier specifying, including, but not limited to, the quantities of the Products to be purchased and the required deliver dates. 4.3 Supplier shall deliver the Products to MARELLI in the quantity and by the parties time specified by MARELLI. Supplier’s obligations relating to the time for production and/or delivery of the Products are integral parts of and constitute conditions of this Agreement. In the event that the delivery of the Products to MARELLI is likely to be delayed, Supplier shall notify MARELLI thereof in advance; provided that such notice shall not release Supplier from its liabilities for all costs, losses and consequential damages resulting from incomplete or delayed delivery; without prejudice to MARELLI’s other available rights and remedies, MARELLI shall have the right to reject in whole or in part the delivery of the Products. Supplier is responsible for all costs (including those arising out of currency fluctuations) and losses (including loss of profits), as reasonably calculated by MARELLI, due to incomplete or delayed delivery. 4.4 Shipments in excess of quantities specified by MARELLI may be returned to Supplier, and Supplier shall pay MARELLI for all return handling and transportation expenses. MARELLI reserves the right to accept, at its sole discretion, in whole or in part, any Products delivered in excess of those specified by MARELLI and may, but shall not be obliged to, make such payment as MARELLI considers appropriate in respect of the excess Products. MARELLI shall not be obliged to give notice to Supplier of its acceptance or rejection of any Products delivered in excess of those specified. 4.5 MARELLI reserves the right, at its sole discretion, to place emergency orders in addition to regular orders placed from time to time under this Agreement or to require Supplier to deliver the Products earlier than the time originally specified by MARELLI. In any such case Supplier shall use its best efforts to comply with such emergency orders or revised timetable. 4.6 Supplier shall timely and accurately fulfill all requests by MARELLI, or its designated agents, for country of origin certification for all Products supplied to MARELLI whether or not preferential origin or tariff treatment applies. This includes, for example, but without limitation, national or international certifications and data for various and applicable Free Trade Agreements, Generalized System of Preferences, Average Fuel Economy and Labeling etc. 4.7 Partial deliveries are not allowed, unless so agreed in writing by the Parties. 4.8 Supplier shall supply, together with the delivery, all necessary documents needed for Products usage (for example, user, technical and installation manuals, warranties, etc.). 4.9 Where not otherwise specified in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity carriage of Products shipped to Buyer shall be fully at Supplier's own risk and expense. 4.10 In the event of: 1. missed or delayed or not compliant delivery at the fault of the Supplier; 2. delivery at a place different from the one specified by Seller in any month may be limited by SellerMARELLI, MARELLI shall have, in its sole discretion, the right to either (iprocure elsewhere, at any time, in whole or in part, the Products ordered, at Supplier’s cost and risks, which shall be quantified and communicated to Supplier. 4.11 In the event of any actual or potential supply disruption, the Supplier must immediately provide at least the following information: 1) the average Impacted parts including part numbers 2) Current coverage in your stock 3) The extent of the monthly quantities purchased by Buyer for the preceding contract monthsexpected impact to MARELLI, including volumes; and 4) Countermeasures that Supplier is implementing, at its own cost, to avoid or mitigate supply disruptions. Supplier acknowledges that failure, missed, delayed, or (ii) non-conforming delivery may result in damages to MARELLI beyond the maximum estimated quantity covered hereunder divided cost of replacement Products, including but not limited to, those related to underutilized fixed costs, unused labor, costs related to failure to launch programs or costs imposed by the number of months in the current period of this AgreementCustomers for its missed, delayed or non- conforming delivery and agrees that as all such costs may be charged to Seller by MARELLI. ProvidedMARELLI reserve all rights to recovery any additional costs, howeverexpenses, expenses, damages, losses, including lost profits as well as other costs that if different quantities apply Marelli has or may incur due to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided any breach by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunderyour company. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. 4.12 In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries case and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other further right or remedy available remedy, MARELLI shall have the right, but not the obligation, to it) do any or several charge to Supplier an amount equal to 1.5% of the following: (i) Sell total value of the delayed Products shipments for every 5 business days of delay, provided that the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result maximum amount of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery additional charges, applicable from time to time to any single delay may not exceed 10% of the Products ordered under value of the relevant Purchase Order or cancel undelivered Products. This amount represents a simple estimate of the Agreement damage agreed in advance by MARELLI and by Supplier and shall not preclude the right to MARELLI to claim compensation for any further damage and, to terminate, with regards to any Products that remain to be delivered under the immediate effect, by communication, this Agreement. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 9.1 Delivery terms are subject relies on prompt receipt of all payments, forms and proofs. It is the Buyer’s responsibility to and shall be interpreted send/return these in accordance with the terms of Incoterms 2010 specified in the Agreementgood time. 5.2 Unless otherwise specifically agreed 9.2 The Seller aims to by dispatch an order 20 working days from receipt of the parties in writing, final proof. The Consumer Rights Act states that legally there is a default delivery period of 30 days during which the Seller may needs to deliver the Products in partial deliveries and invoice goods to the Buyer for each such partial delivery accordinglyunless the Buyer has been notified of a longer timescale. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) If the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods Goods are not delivered within this Agreementtime, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months a full refund will be given. 9.3 No specific delivery date can be agreed unless in the current period. Any quantity not shipped as a result of such limitation shall be deducted writing from the estimated quantity to be purchased by Buyer hereunderSeller. 5.3 9.4 The Seller is only responsible shall use its reasonable endeavours to meet any (non default) date agreed for delivering the Products to the location specified in the Agreementdelivery. In no any event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any that delivery shall not be a breach of made by the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the agreed date of delivery set forth in the Agreement, then the Seller may (without prejudice to shall not be liable for any other right losses, costs, damages or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Buyer or any third-party arising directly or indirectly out of any failure to meet said delivery date. 9.5 The Seller is not responsible for delayed delivery due to circumstances beyond our control such as postal strikes or postal errors. If the Seller is aware of a result of such delay; (iii) Store the Products for problem the Buyer at will be contacted immediately. 9.6 Delivery of the Goods shall be made to the Buyer's expense; and/or (iv) Cancel address specified on the order form and the order confirmation email. The Buyer shall make all the arrangements necessary to take delivery of the Products ordered under Goods whenever they are tendered for delivery. Once the relevant Purchase Order or cancel first delivery attempt has been made, redelivery of the Agreement with regards Goods is the responsibility of the Buyer. The Seller is not liable for any costs incurred if the Buyer is not able to take delivery at the time any Products that remain to be delivered under the Agreementdelivery attempts are made. 5.6 9.7 The Consumer Rights Act means the Seller is responsible for the condition of the goods until the goods are received by the Buyer, or by someone else you have nominated to receive them on their behalf. If the Goods arrived damaged, the Buyer is entitled to replacements only. These goods must be returned to the Seller's rights under this Section shall not , postage costs will be deemed waived or otherwise prejudiced covered by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery terms periods shall only be binding if expressly agreed in writing. Unless otherwise agreed in the Contract, delivery periods shall begin on the effective date of the Contract provided that any required official certificates, approval, and permits are subject to and furnished by Seller. Delivery periods shall be interpreted deemed to be met on timely notification of readiness to ship if the Products cannot be dispatched in time through no fault of Seller’s own. 5.2 With respect to delivery periods and dates, which are not expressly defined as fixed in the Contract, Buyer shall, within two weeks after expiry of such delivery period or date, grant Seller an adequate grace period for delivery. Seller may only be deemed to be in default after expiry of such grace period. 5.3 Without prejudicing Seller’s rights arising from Buyer’s default, delivery periods and dates shall be deemed to be extended by the period of time during which Buyer fails to comply with its obligations to Seller. In case Seller does not comply with Seller’s obligations, Seller shall only be liable for all types of damages in accordance with the terms Section 13 (Limited Liability) of Incoterms 2010 specified in the Agreementthese Terms and Conditions. 5.2 Unless otherwise specifically agreed 5.4 Seller reserves the right to by carry out a delivery using Seller’s own delivery organization. 5.5 Buyer may rescind this Contract if Seller’s delivery delay is more than ninety (90) days unless the parties hindrance is merely temporary in writing, the nature and a delay would not unreasonably affect Buyer. 5.6 Seller may deliver the Products in perform partial deliveries and invoice the render partial services if such action would not unreasonably affect Buyer. 5.7 Any contractual or statutory right of Buyer for each such partial delivery accordingly. The quantity to rescind this Contract, which Buyer fails to exercise within a reasonable period of Products shipped to Buyer by Seller in any month may be limited time set by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunderforfeited. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreement. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery terms 4.1 Any delivery date(s) provided by Seller to Customer are subject non-binding estimates, and Seller reserves the right to modify the delivery date(s) without notice. 4.2 Seller shall inform Customer on its readiness to ship and Customer shall confirm a delivery date within latest 30 days after such confirmation. Customer is aware and acknowledges that any failure to communicate a delivery date within the said period will cause a default of acceptance of Customer. 4.3 Any customary costs incurred in particular for storage, and with a minimum as charged by Seller´s logistic company, be it at Seller´s premises or be it at a third party storage company, shall be interpreted in accordance with reimbursed to Seller within 14 days after receipt of the terms of Incoterms 2010 specified in the Agreementinvoice notwithstanding Sellers right to claim further damages incurred. 5.2 Unless otherwise specifically 4.4 For any deferral of any delivery periods, if so agreed to by the parties in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, Customer hereby agrees that storage shall be done at Seller´s affiliate Coolbridge Szolgáltató Kft., H-▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇ ▇., ▇▇▇ number: 27045602-2-11 according to the respective terms and conditions as valid at the time being. 4.5 If Seller has agreed in its sole discretionwriting to a specific delivery or shipping schedule, to either (i) it shall commence on the average date of the monthly quantities purchased by Buyer for the preceding contract monthsSeller’s Order Confirmation, or but not before Customer’s delivery of other necessary documents, including any agreed security if any and (ii) end on the maximum estimated quantity covered hereunder divided by date on which Seller delivers the number of months in Goods to the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, carrier. 4.6 Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from entitled to partial shipments within reason. Seller will also have the estimated quantity option of billing for partial shipments. Partial shipments will be made and invoiced by Seller when ready according to be purchased by Buyer hereunderclause 4.2. 5.3 The Seller is only responsible for delivering the Products to the location specified 4.7 Delay in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery partial shipments shall not be a breach relieve Customer of its obligation to pay for any shipments received prior to such delay or its obligation to accept the Agreement as to other remaining deliveries. 5.5 4.8 If delivery Customer is delayed through unable to receive the Buyer's default Goods when tendered, Customer shall be liable to Seller for any loss, damage, or if the Buyer declines additional expense incurred or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred suffered by the Seller as a result thereof. 4.9 Any quoted lead time(s) may be impacted due to the COVID-19 or any future pandemic and any related foreseeable or unforeseeable circumstances arising from it, including but not limited to government regulations, labor shortages, supply chain disruptions, or measures taken to preserve the health and safety of such delay; (iiiSeller’s workforce. Any quoted lead time(s) Store shall be considered an estimate based upon the Products best information available to Seller at the time the estimate is made and is subject to change without notice. 4.10 In case of a delay of Seller, Customer shall send a reminder letter to Seller, stating a reasonable deadline for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery fulfillment of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreementperformance. 5.6 The 4.11 Where the Customer incurs damage due to a delay arising from Seller's rights under this Section slight negligence, the Customer shall be entitled, in exclusion of further compensation for damages resulting from delay, to claim a half percent (0.5%) for each full week, but overall not more than five percent, of the value of the part of the total delivery that cannot be deemed waived or otherwise prejudiced by the Seller’s delivery used in due time because of the Products ordered under delay. If the delay is caused intentionally or by gross negligence by Seller or constitutes a Purchase Order after violation of a material obligation of Seller, statutory liability shall apply. Seller reserves the delivery date set forth in such Purchase Orderright to demonstrate that the Customer has suffered a damage smaller than the aforementioned lump sum.

Delivery. 5.1 Delivery terms 4.1 Unless agreed otherwise in writing by the parties, all Goods are subject to and shall be interpreted delivered FCA (“Free carrier” as defined in accordance with INCOTERMS 2020®) at the terms of Incoterms 2010 place specified in the AgreementOrder Confirmation. 5.2 Unless otherwise specifically agreed 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to by Seller requiring the parties in writingdelivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the Seller may deliver delivery within 14 days, Buyer shall be entitled to cancel the Products in partial deliveries and invoice the Buyer Order. Seller’s liability for each such partial non-delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may will be limited by Seller, in its sole discretion, to either (ia) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of refunding any quantities for sums which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products paid for the Seller's account; undelivered Goods and (iib) Claim from the Buyer any reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller as a result of such delay; (iii) Store the Products shall not be liable for the Buyer at the Buyer's expense; and/or (iv) Cancel the any delay in delivery of the Products ordered under Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the relevant Purchase Order Goods or cancel the Agreement with regards to any Products that remain Services to be delivered under the Agreementsupplied on time (“Delivery Information”). 5.6 The Seller's rights under this Section shall not be deemed waived 4.5 If Buyer refuses or otherwise prejudiced by the Seller’s fails to take delivery of the Products ordered Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to ▇▇▇▇▇, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a Purchase Order after the delivery date set forth in such Purchase Ordercharge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 5.1 Delivery terms 4.1 Unless agreed otherwise in writing by the parties, all Goods are subject to and shall be interpreted delivered FCA (“Free carrier” as defined in accordance with INCOTERMS 2020®) at the terms of Incoterms 2010 place specified in the AgreementOrder Confirmation. Buyer will provide at its expense adequate and appropriate equipment and manual labour for off-loading the Goods. 5.2 Unless otherwise specifically agreed 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to by Seller requiring the parties in writingdelivery to be made within 14 days. Subject to Clause 4.4, if Seller fails to fulfil the Seller may deliver delivery within 14 days, Buyer shall be entitled to cancel the Products in partial deliveries Order. Seller’s sole liability and invoice the Buyer Buyer’s exclusive remedy for each such partial non-delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may will be limited by Seller, in its sole discretion, to either (ia) refunding any sums which Buyer has paid for the average of the monthly quantities purchased by undelivered Goods and (b) reimbursing Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries reasonable and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any proper external costs and expenses incurred by the Seller as a result Buyer in obtaining replacement goods of such delay; (iii) Store the Products for the Buyer similar description and quality at the Buyer's expense; and/or (iv) Cancel lowest available market price, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Products ordered under Goods or Services where Buyer failed to provide written notice in accordance with Clause 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the relevant Purchase Order Goods or cancel the Agreement with regards to any Products that remain Services to be delivered under the Agreementsupplied on time (“Delivery Information”). 5.6 The Seller's rights under this Section shall not be deemed waived 4.5 If Buyer refuses or otherwise prejudiced by the Seller’s fails to take delivery of the Products ordered Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a Purchase Order after the delivery date set forth in such Purchase Ordercharge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 5.1 Delivery (a) Prior to the First Effective Time, Continental Stock Transfer & Trust Company (or such other Person to be selected by the Company and be reasonably acceptable to SPAC) shall be appointed and authorized to act as exchange agent in connection with the transactions contemplated by Section 3.01 (the “Exchange Agent”) and the Company shall enter into an exchange agent agreement reasonably acceptable to the Company and SPAC with the Exchange Agent (the “Exchange Agent Agreement”) for the purpose of exchanging, upon the terms are and subject to the conditions set forth in this Agreement, each SPAC Class A Share (other than any Excluded Shares, Redeeming SPAC Shares and Dissenting SPAC Shares) for the Merger Consideration issuable in respect of such SPAC Class A Shares. At least two Business Days prior to the Closing, the Company and SPAC shall be interpreted direct the Exchange Agent to, at the First Effective Time, exchange each such SPAC Class A Share for the Merger Consideration pursuant to the Exchange Agent Agreement and perform the Exchange Agent’s other obligations thereunder. (b) All Company Ordinary Shares issued upon the exchange of SPAC Class A Shares in accordance with the terms of Incoterms 2010 specified this Article III shall be deemed to have been exchanged and paid in full satisfaction of all rights pertaining to the Agreement. 5.2 Unless otherwise specifically agreed securities represented by such SPAC Class A Shares and there shall be no further registration of transfers on the register of members of SPAC of the SPAC Class A Shares from and after the First Effective Time. From and after the First Effective Time, holders of SPAC Class A Shares shall cease to by the parties in writinghave any rights as shareholders of SPAC, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either except (i) in the average case of holders of SPAC Class A Shares that are issued and outstanding as of immediately prior to the monthly quantities purchased by Buyer for First Effective Time (other than any Excluded Shares, Redeeming SPAC Shares and Dissenting SPAC Shares), the preceding contract monthsright to receive the Merger Consideration in exchange therefor, or as provided in this Agreement and the First Plan of Merger, (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period case of any holders of Redeeming SPAC Shares, the SPAC Shareholder Redemption Rights and (iii) in the case of holders of Dissenting SPAC Shares, the rights provided in Section 3.01(h). (c) No interest will be paid or accrued on the Merger Consideration to be issued pursuant to this AgreementArticle III (or any portion thereof). ProvidedExcept with respect to Redeeming SPAC Shares and as otherwise provided in Section 3.01(h), howeverfrom and after the First Effective Time, that if different quantities apply until surrendered or transferred, as applicable, in accordance with this Section 3.03, each SPAC Class A Share shall solely represent the right to different time periods within receive the Merger Consideration to which such SPAC Class A Share is entitled to receive pursuant to this Agreement and the First Plan of Merger. (d) Notwithstanding anything to the contrary in this Agreement, Seller may limit shipments based upon none of the then current maximum estimated quantity Parties, the Surviving Entity or the Surviving Company or the Exchange Agent shall be liable to any Person for the any amount properly paid to a public official pursuant to any applicable time period divided by the number of months in the current periodabandoned property, escheat or similar applicable Law. Any quantity not shipped as a result portion of the Merger Consideration remaining unclaimed by SPAC Shareholders immediately prior to such limitation time when the amounts would otherwise escheat to, or become property of, any Governmental Authority shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products become, to the location specified in extent permitted by applicable Law, the Agreement. In no event shall Seller be bound to tender delivery property of the Company free and clear of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure claims or interest of any delivery shall not be a breach of the Agreement as to other deliveriesPerson previously entitled thereto. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreement. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery terms are subject 3.1. Unless otherwise agreed, the delivery period shall run from the latest of the following dates: a) The date of the formation of the Contract b) The date on which the Vendor receives notice of the issue of a valid license where such is necessary for the execution of the Contract. c) The date of the receipt by the Vendor of such payment in advance of manufacture as is stipulated in the Contract. 3.2. Blue Sky Global Distribution CY Ltd., will use its best endeavors to and complete its contractual obligations within the period (if any) stated in the contract or in a reasonable time but shall be interpreted in accordance with the terms of Incoterms 2010 specified in the Agreement. 5.2 Unless otherwise specifically agreed to under no liability for any loss, damage or claim whatsoever caused by the parties in writing, the Seller may deliver the Products in partial deliveries or consequential upon any delay from any cause whatsoever and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreementhowever arising. In no event circumstances shall Seller delay be bound to tender delivery a ground for cancellation of any quantities for which Buyer has not given shipping instructionscontract by the Buyer. 5.4 Each 3.3. Should delay in delivery be caused by any of the circumstances mention in Clause 6 or ay an act or omission of the Buyer and whether such cause occurs before or after the time or extended for delivery, there shall be considered granted subject to the provision of paragraph 4 hereof such extension of the delivery period as separate is reasonable having regard of all the circumstances of the case. 3.4. If the Buyer fails to accept delivery on due date, he shall nevertheless make any payment conditional on delivery as if the Goods had been delivered. The Vendor shall arrange for the storage of the Goods at the risk and cost of the Buyer. The Vendor shall be entitled to a payment from other deliveries the Buyer of 1% of the total contract value per month or part thereof after the agreed dispatch date has passed. Provided that if the delay in accepting delivery is due to one of the circumstances mentioned in Clause 6 and the Vendor is in a position to store it in his premises without prejudice to his business, the cost of storing the Goods shall not be borne by the Buyer. 3.5. Unless the failure of the Buyer is due to any delivery shall not be a breach of the Agreement as circumstances mentioned in Clause 6 the Vendor may require the Buyer by notice in writing to other deliveries. 5.5 accept delivery within a reasonable time. If delivery is delayed through the Buyer fails for any reason whatever to do so within such time the Vendor shall be entitled by notice in writing to the Buyer's default or if , and without requiring the consent of any Court, to terminate the Contract in respect of such portion of the Goods as is by reason of the failure of the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice aforesaid not delivered and thereupon to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim recover from the Buyer any costs and expenses incurred loss suffered by the Seller as a result reason of such delay; (iii) Store failure up to an amount not exceeding the Products for price attributable to that portion of the Goods which the Buyer at has failed to accept delivery of. 3.6. Vendor shall never be responsible for importation in or to Buyer’s country or the Buyer's expense; and/or (iv) Cancel the delivery location of the Products ordered under the relevant Purchase Order Site, or cancel the Agreement with regards to any Products that remain to be delivered under the Agreementimport charges, duties, taxes or customs related hereto. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery terms are subject to and shall be interpreted in accordance with the terms of Incoterms 2010 specified in the Agreement. 5.2 Unless otherwise specifically agreed to by the parties in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The 3.1.1 Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be legally bound to tender by all delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery times set forth in the AgreementOrder. Unless otherwise agreed in writing, then part-, over-, early- or short-deliveries are not allowed. 3.1.2 Seller is obliged to immediately inform ▇▇▇▇▇ as soon as it is reasonably foreseeable for Seller that the delivery time cannot be adhered to. If Seller delivers the goods or completes the services later than scheduled, ▇▇▇▇▇ is entitled to all claims under the applicable laws including the right to withdraw from the contract and the claim for damages in lieu of performance if the Buyer has without result set a reasonable period for the Seller for performance or cure. 3.1.3 If Seller delivers the goods or completes the services later than scheduled, Buyer may assess the agreed amounts as liquidated damages for the delay period. ▇▇▇▇▇ is entitled to claim liquidated damages in addition to ▇▇▇▇▇`s claim for performance under the Order. Buyer’s resort to liquidated damages for the delay period does not preclude ▇▇▇▇▇’▇ right to other remedies and claims. 3.1.4 All delivery designations are INCOTERMS 2010. The respective delivery designation is also the place where Seller`s delivery obligations are fulfilled (without prejudice place of fulfillment). Unless otherwise stated, all goods provided under this Order shall be delivered FCA Seller’s facility. However, goods that are to be shipped directly to Buyer’s customer or a location designated by Buyer’s customer that are: (a) not to be exported; or (b) exported from the United States of America (“U.S.”), shall be delivered EXW Seller’s facility. The term EXW used herein is modified from the INCOTERMS 2010 definition to mean “EXW with Seller responsible for loading the goods at Seller’s risk and expense”. Buyer may specify contract of carriage in all cases. Failure of Seller to comply with any such Buyer specification shall cause all resulting transportation charges to be for the account of Seller and give rise to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreement. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.legal remedies available. 3. ДОСТАВКА,

Delivery. 5.1 6.1 Delivery terms are subject to and of the Goods shall be interpreted in accordance with made by the terms of Incoterms 2010 specified Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is stated in the AgreementContract, by the Seller delivering the Goods to that place. 5.2 Unless otherwise specifically agreed to by 6.2 Any dates quoted for delivery of the parties in writing, Goods are approximate only and the Seller may deliver the Products shall not be liable for any delay in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average or installation of the monthly quantities purchased by Buyer Goods however caused. Time for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as essence of the Contract. The Goods may be delivered by the Seller in advance of the quoted delivery date on giving reasonable notice to other deliveriesthe Buyer. 5.5 6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Terms or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated. 6.4 If delivery is delayed through the Seller fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Seller’s reasonable control or the Buyer's default or ’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer declines or delays accepting (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods. 6.5 If the Buyer fails to take delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then Goods or fails to give the Seller may adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to limiting any other right or remedy available to it) do any or several of the following: (i) Sell Seller, the Products Seller may: 6.5.1 store the Goods until actual delivery and charge the Buyer for the Seller's accountreasonable costs (including insurance) of storage; (ii) Claim from or 6.5.2 sell the Goods at the best price readily obtainable and charge the Buyer for any costs and expenses incurred by shortfall below the price payable under the Contract. 6.6 If the Seller as a result of such delay; (iii) Store the Products for delivers to the Buyer at a quantity of Goods up to [5]% more or less than the Buyer's expense; and/or (iv) Cancel quantity ordered the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreement. 5.6 The Seller's rights under this Section Buyer shall not be deemed waived entitled to object to or otherwise prejudiced reject the Goods by the Seller’s delivery reason of the Products ordered under surplus or shortfall and shall pay for such Goods on a Purchase Order after the delivery date set forth in such Purchase Orderpro rata basis.

Delivery. 5.1 Delivery terms are 3.1 The Goods will be delivered within a reasonable time after the receipt of ▇▇▇▇▇'s purchase order, subject to availability of finished Goods. The delivery and/or shipping schedule is the best estimate possible based on conditions existing at the time of Seller's Sales Confirmation or Seller's quotation and shall be interpreted in accordance with the terms receipt of Incoterms 2010 specified all specifications, as applicable, and in the Agreementcase of non-standard items, any such date is subject to Seller's receipt of complete information necessary for design and manufacture. Seller shall not be liable for any delays, loss or damage in transit or for any other direct, indirect, or consequential damages due to delays, including without limitation, loss of use. 5.2 Unless otherwise specifically agreed to by the parties in writing, the 3.2 Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Sellermay, in its sole discretion, without liability or penalty, deliver partial shipments of Goods to either Buyer and ship the Goods as they become available, in advance of the quoted delivery date. If the Goods are delivered in installments, then insofar as each shipment is subject to the same Agreement, the Agreement will be treated as a single contract and not severable. 3.3 Seller shall make the Goods available to Buyer at Seller's factory or designated shipment point (each, “Seller’s Shipment Point") using Seller's standard methods for packaging and shipping such Goods. Buyer shall take delivery of the Goods within 5 days of Seller's written notice that the Goods have been delivered to the Seller’s Shipment Point. 3.4 If for any reason Buyer fails to accept delivery of any of the Goods on the date fixed pursuant to Seller's notice that the Goods have been delivered at the Seller’s Shipment Point, or if Seller is unable to deliver the Goods at the Seller’s Shipment Point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) title and risk of loss to the average of the monthly quantities purchased by Buyer for the preceding contract months, or Goods shall pass to Buyer; (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation Goods shall be deducted from deemed to have been delivered; and (iii) Seller, at its option, may store the estimated quantity to be purchased by Goods until Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which picks them up, whereupon Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products liable for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any all related costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreementincluding, without limitation, storage and insurance). 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery terms are subject to Generally, and shall be interpreted in accordance with the terms of Incoterms 2010 specified in the Agreement. 5.2 Unless unless otherwise specifically agreed to by the parties expressly established in writing, the Seller may deliver sale will be made “Ex Works”, i.e., GOIZPER will provide the Products goods to the Customer – or to the haulage contractor hired by the latter to transport goods to their facilities - in partial deliveries the facilities of GOIZPER. From that moment, all expenses (transport, insurance, customs, etc.), as well as the risks of damage or loss of goods, shall be met by the Customer. For such purposes, the provision of the goods shall be understood as depositing them in the facilities of GOIZPER and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped corresponding notice to Buyer by Seller in any month may be limited by Sellerthe customer or, in its sole discretiontheir absence, the haulage contractor assigned, whether this notice is made by GOIZPER by telephone or in writing. In case of telephone notice, the existence of a notice will be presumed if thirty (30) days have elapsed since the estimated delivery date communicated by GOIZPER without the Customer – or their haulage contractor – having picked up the goods from the facilities of GOIZPER. GOIZPER will never offer closed, final and/or binding delivery dates. In this regard, all delivery dates indicated by GOIZPER will only be approximate and communicated by GOIZPER in good faith and solely for the purpose of facilitating a smooth business relationship. As a result, GOIZPER will not assume any direct or consequential liability for any type of losses or damages arising from the delivery of goods before or after the estimated delivery date communicated in a non-binding manner. In the event of any delay by the Customer in receiving the goods provided in the aforementioned terms, GOIZPER reserves the right to either (i) claim from the average Customer the payment of an amount equivalent to the storage costs incurred by the demurrage of the monthly quantities purchased by Buyer materials from the seventh working day after the provision of the goods until the actual receipt thereof. If the delay continues for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current a period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 ninety (three90) days from the date days, GOIZPER may make use of delivery set forth in the Agreementthem at its free will, then the Seller may (without prejudice to any other the right or remedy available of GOIZPER to it) do any or several request the payment of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any storage costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreementindicated herein. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery 8.1 Except as otherwise agreed by both parties in writing all Goods are delivered EXW (ex works) Seller’s manufacturing plant stated in the relevant purchase order. EXW (ex works) is as defined in INCOTERMS 2010. The Buyer will provide at its expense adequate and appropriate equipment and manual labour for loading or off-loading (as appropriate) the Goods. 8.2 All delivery dates and times are estimates and not legally binding on the Seller, which will use its reasonable endeavours to make available for collection or deliver (as appropriate) on time. If no delivery dates and/or times are specified, delivery will be within a reasonable time. Time of delivery will not be of the essence. 8.3 The Seller will be deemed not to be in breach of the Contract, and (for the avoidance of doubt) will not be liable in contract, tort or otherwise howsoever and whatever the cause thereof, to the Buyer for any direct, indirect or consequential loss (all three of which terms include pure economic loss, loss of profits, loss of business, depletion of goodwill and similar), costs, damages, charges or expenses caused directly or indirectly by any delay or failure in the delivery of the Goods (even if caused by the Seller’s negligence) except as set out in this Condition 8. 8.4 Any additional costs incurred by the Seller for express deliveries undertaken at the request of the Buyer are subject for the account of the Buyer and will be added to the Prices and shall be interpreted invoiced in accordance with Condition 15.2. 8.5 Any delay in delivery will not entitle the terms Buyer to cancel the purchase order unless and until the Buyer has given 14 days’ written notice to the Seller requiring the delivery to be made and the Seller has not fulfilled the delivery within that period. If the Buyer cancels the purchase order in accordance with this Condition 8.5 then: 8.5.1 the Seller will refund the Buyer any sums which the Buyer has paid to the Seller in respect of Incoterms 2010 specified that purchase order or part of the purchase order which has been cancelled; and 8.5.2 the Buyer will be under no liability to make any payments under Condition 15 in respect of that purchase order or part of the purchase order which has been cancelled. 8.6 Subject to Condition 13, in the Agreement. 5.2 Unless otherwise specifically agreed to by the parties in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity event of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting non-delivery of the Products for more than 3 (three) days from Goods following the date service of delivery set forth in a written notice by the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for Buyer under Condition 8.5 the Seller's account; (ii) Claim from ’s liability for such non-delivery will be limited to the Buyer any reasonable and proper costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. The Seller as a result will have no liability for any failure to deliver to the extent that such failure is caused by the Buyer’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. If the Buyer fails to provide written notice of non- delivery in accordance with Condition 8.5, the Seller shall have no liability whatsoever to the Buyer for such delay; (iii) Store non-delivery and the Products Buyer shall be liable for the Price of the Goods. 8.7 If the Buyer at refuses or fails to take delivery of any of the Goods when they are ready or tendered for delivery (as appropriate) or to provide any instructions, documents, licences or authorisations required to enable the Goods to be delivered on time (except solely on account of the Seller’s default), the Goods will be deemed to have been delivered on or by the due date and (without prejudice to its other rights) the Seller may: 8.7.1 store or arrange for storage of the Goods until actual delivery or sale in accordance with Condition 8.7.3 and charge the Buyer for all related costs and expenses (including storage and insurance); and/or 8.7.2 recover from the Buyer all wasted transport costs resulting from the Buyer's expense; and/or (iv) Cancel the ’s refusal or failure to take delivery of the Products ordered Goods when tendered for delivery; and/or 8.7.3 following written notice to the Buyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the Price of the Goods under the relevant Purchase Order or cancel Contract, having taken into account any charges related to the Agreement with regards sale and any charges referred to any Products that remain to be delivered under the Agreementin Conditions 8.7.1 and 8.7.2. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery terms are subject The Seller covenants and agrees with the Buyer with respect to delivery of the Product that the Seller will: (a) at its sole risk and shall be interpreted expense deliver the Products FOB at the Plant, in accordance with the terms delivery and packaging instructions of Incoterms 2010 specified the Buyer; (b) notify the Buyer without delay when the Products are ready for pick-up; (c) maintain at its own cost adequate storage to facilitate delivery of the Products; (d) provide an maintain at its own cost suitable load-out facilities for the Products at the Plant; (e) bear all costs and risks associated with the Products until such time as the Products are delivered to the Buyer or the Buyer's representative in accordance with section 5.1 (a) herein; (f) provide and maintain at its own cost all equipment necessary to load the Products in the AgreementBuyer's or the Buyer's representative truck at the Plant; and (g) collect and provide to the Buyer or its representative, samples from each shipment of Product delivered. 5.2 Unless otherwise specifically agreed to by the parties in writing, the The Seller may deliver the Products in partial deliveries and invoice will provide the Buyer for each such partial delivery accordingly. The quantity of Products shipped and the Buyer's authorized employees, agents and contractors with free and reasonably unrestricted and undelayed access to the loading area at the Plant in order to allow the Buyer by Seller to meet its Product's removal obligations in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunderan efficient and expeditious manner. 5.3 The Seller is only will be responsible for delivering truck demurrage time in excess of one (1) hour and will reimburse the Products Buyer for such truck demurrage at the rate such cost is incurred, plus ten (10%) percent administrative penalty. Such truck demurrage time shall not exceed three (3) hours per incident unless greed to in advance by the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructionsSeller. 5.4 Each delivery shall be considered as separate from other deliveries The Buyer will advise the Seller when the Buyer has encountered any material non-performance of any obligation of the Seller pursuant to this Article 5 and the failure Seller will have a reasonable time to cure any such non-performance. The Seller will notify the Buyer within twenty-four (24) hours of any delivery shall not be a breach receiving such notice from the Buyer of the Agreement as to other deliveriesSeller's remedy for the non-performance indicated by the Buyer. 5.5 If The Buyer covenants and agrees with the Seller with respect to the delivery is delayed through of Products that the Buyer will: (a) promptly remove Products from the Plant so as to avoid any interruption in the operator's regular plant operations; and (b) pick-up at regular intervals the samples of the Products collected by the Seller pursuant to Section 5.1(g) herein. 5.6 Should the Buyer fail for any reason to promptly take delivery of and remove the Products from the Plant, the Seller may send written notice to the Buyer by personal delivery or facsimile to the Buyer's default or if office of the Buyer's failure to do so. If the Buyer declines or delays accepting fails to take delivery within twenty-four (24) hours of the Products for more than 3 (three) days from the date receipt of delivery set forth in the Agreementsuch notice, then the Seller may (without prejudice will be free to any remove and sell such Products to other right or remedy available to it) do any or several of buyers at its discretion. 5.7 If Product does not meet the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by standards as set out in Schedule A, the Seller as a result of such delay; (iii) Store the Products for the Buyer at may request the Buyer's expense; and/or (iv) Cancel the delivery assistance in disposing of the Products ordered under the relevant Purchase Order such Product. If Buyer agrees to dispose of such Product in advance or cancel the Agreement with regards if subsequent to any Products that remain to be delivered under the Agreement. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced acceptance of Product by the Buyer the Product is found not to meet the required standard, the Buyer will use its reasonable efforts to dispose of such Product in a cost efficient way at the best available market price. If Buyer is able to sell such Product, it will evenly divide the net proceeds with the Seller (after accounting for its costs). If the Buyer is not able to sell such Product, the Seller will re-take the Product at its expense, and in any event Buyer will be entitled to setoff its reasonable costs with notice to Seller against any other sums owed to Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery terms are subject 3.1 Unless agreed otherwise in writing, delivery of Goods from BIB to and the Buyer shall be interpreted always take place in accordance with the terms of Incoterms 2010 specified Incoterm Ex Works, hereinafter: 'EXW' (or: warehouse Roermond or Oss) as referred to in the AgreementIncoterms version 2020 of the International Chamber of Commerce (ICC). 5.2 3.2 Unless otherwise specifically agreed to by the parties in writing, the Seller may deliver transport costs for the Products carriage of Goods from delivery shall be borne by the Buyer. 3.3 The delivery and transfer of the risk of the Goods (loss, theft, damage, defects and damages) to the Buyer occurs by placing the Goods at the disposal of the Buyer or the first carrier from the BIB warehouse (location) in the Netherlands. If the Buyer places the Goods at BIB's disposal for further processing or completion, packaging or otherwise, these goods, insofar as BIB has not yet fulfilled its obligations in respect of these goods, remain entirely for the account and risk of the Buyer, except if the damage or destruction of these goods is attributable to a failure attributable to BIB. 3.4 The delivery times indicated by BIB are always approximate and are not deadlines. 3.5 BIB is entitled to make partial deliveries and to invoice the Buyer separately for each such partial delivery. In case of cross-border deliveries, in deviation from article 73 section 2 and section 3 of the Vienna Sales Convention, each delivery accordinglyis to be regarded as a separate contract. 3.6 Deliveries in excess or short of the agreed number of Goods shall be permitted at a rate of 10%. The quantity excess or shortfall of Products shipped the number delivered shall be charged or settled respectively. 3.7 In the event of a delay in delivery due to circumstances of any kind, the delivery period will be extended by the duration of the delay. BIB will inform the Buyer by Seller in good time of any month may be limited by Seller, delay. A delay in its sole discretiondelivery does not give the Buyer the right to terminate the contract in whole or in part, to either (i) the average suspend his obligations towards BIB, or to claim damages. 3.8 The Buyer shall be obliged to take delivery of the monthly quantities purchased by Buyer for Goods at the preceding contract months, moment when they are delivered to him or (ii) at the maximum estimated quantity covered hereunder divided by the number of months moment when they are made available to him in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in accordance with the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which If the Buyer has not given shipping instructions. 5.4 Each taken delivery at the agreed time or agreed place, or fails to provide information or instructions necessary for delivery, Goods will be stored at the risk of the Buyer. In such case BIB shall be considered as separate from other deliveries and entitled to charge both the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any agreed costs and expenses incurred by the Seller as a result of such delay; all additional costs (iiiincluding in any case storage costs) Store the Products for to the Buyer at the time the Goods are delivered or made available to the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreement. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery terms 4.1 The Seller will endeavour to dispatch Goods on an agreed delivery date. However, all delivery times quoted are subject estimates only. Time of delivery shall not be of the essence of the contract. 4.2 If the Seller fails to and shall deliver within a reasonable time, the Buyer may (by informing the Seller in writing) cancel the contract, however: 4.2.1 The Buyer may not cancel if notice is received by the Seller after the Goods have been dispatched. 4.2.2 If the Buyer cancels the contract, the Buyer can have no further claim against the Seller under that contract. 4.3 If the Buyer accepts delivery of the Goods after the estimated delivery time, it will be interpreted in accordance with on the terms of Incoterms 2010 specified basis that the Buyer has no claim against the Seller for delay (including indirect or consequential loss, or increase in the Agreementprice of the Goods). 5.2 4.4 Unless otherwise specifically agreed to by the parties in writing, writing the Seller may deliver the Products Goods in partial deliveries instalments over a maximum 12-month period. Each instalment is treated as a separate contract. 4.5 The Seller may deliver the Goods in quantities of 10% more or less than the quantity ordered and invoice charge the Buyer for each such partial the quantity actually delivered. 4.6 If short delivery accordingly. The quantity of Products shipped to occurs the Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) not reject the average Goods but shall accept the Goods as part performance of the monthly quantities purchased by Buyer for contract, and a pro-rata adjustment to the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation price shall be deducted from the estimated quantity to be purchased by Buyer hereundermade. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 4.7 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting fails to take delivery of the Products Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for more than 3 (three) days from the date of delivery set forth in the Agreementdispatch, then the Seller may (without prejudice shall be entitled to any other right or remedy available store and insure the Goods and to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from charge the Buyer any the reasonable costs and expenses incurred by of doing so. 4.8 If the Seller as a result of such delay; (iii) Store the Products fails to deliver for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreement. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by reason other than any cause beyond the Seller’s delivery reasonable control or the Buyer’s fault and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the Products ordered under a Purchase Order after cost to the delivery date set forth Buyer of similar Goods (in such Purchase Orderthe cheapest available market) to replace those not delivered over the price of the Goods.

Delivery. 5.1 Delivery terms 4.1 Unless agreed otherwise in writing by the parties, all Goods are subject to and shall be interpreted delivered FCA (“Free carrier” as defined in accordance with INCOTERMS 2020®) at the terms of Incoterms 2010 place specified in the AgreementOrder Confirmation. 5.2 Unless otherwise specifically agreed 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to by Seller requiring the parties in writingdelivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the Seller may deliver delivery within 14 days, Buyer shall be entitled to cancel the Products in partial deliveries Order. Seller’s sole liability and invoice the Buyer Buyer’s exclusive remedy for each such partial non-delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may will be limited by Seller, in its sole discretion, to either (ia) refunding any sums which Buyer has paid for the average of the monthly quantities purchased by undelivered Goods and (b) reimbursing Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries reasonable and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any proper costs and expenses incurred by the Seller as a result Buyer in obtaining replacement goods of such delay; (iii) Store the Products for the Buyer similar description and quality at the Buyer's expense; and/or (iv) Cancel lowest available market price, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Products ordered under Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the relevant Purchase Order Goods or cancel the Agreement with regards to any Products that remain Services to be delivered under the Agreementsupplied on time (“Delivery Information”). 5.6 The Seller's rights under this Section shall not be deemed waived 4.5 If Buyer refuses or otherwise prejudiced by the Seller’s fails to take delivery of the Products ordered Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered by the due date and Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a Purchase Order after the delivery date set forth in such Purchase Ordercharge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 5.1 9.1 Delivery terms are subject relies on prompt receipt of all payments, forms and proofs. It is the Buyer’s responsibility to and shall be interpreted send/return these in accordance with the terms of Incoterms 2010 specified in the Agreementgood time. 5.2 Unless otherwise specifically agreed 9.2 The Seller aims to by dispatch an order 20 working days from receipt of the parties in writing, final proof. The Consumer Rights Act states that legally there is a default delivery period of 30 days during which the Seller may needs to deliver the Products in partial deliveries and invoice goods to the Buyer for each such partial delivery accordinglyunless the Buyer has been notified of a longer timescale. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) If the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods Goods are not delivered within this Agreementtime, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months a full refund will be given. 9.3 No specific delivery date can be agreed unless in the current period. Any quantity not shipped as a result of such limitation shall be deducted writing from the estimated quantity to be purchased by Buyer hereunderSeller. 5.3 9.4 The Seller is only responsible shall use its reasonable endeavours to meet any (non default) date agreed for delivering the Products to the location specified in the Agreementdelivery. In no any event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any that delivery shall not be a breach of made by the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the agreed date of delivery set forth in the Agreement, then the Seller may (without prejudice to shall not be liable for any other right losses, costs, damages or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Buyer or any third-party arising directly or indirectly out of any failure to meet said delivery date. 9.5 The Seller is not responsible for delayed delivery due to circumstances beyond our control such as postal strikes or postal errors. If the Seller is aware of a result of such delay; (iii) Store the Products for problem the Buyer at will be contacted immediately. 9.6 Delivery of the Goods shall be made to the Buyer's expense; and/or (iv) Cancel address specified on the order form and the order confirmation email. The Buyer shall make all the arrangements necessary to take delivery of the Products ordered under Goods whenever they are tendered for delivery. Once the relevant Purchase Order or cancel first delivery attempt has been made, redelivery of the Agreement with regards Goods is the responsibility of the Buyer. The seller is not liable for any costs incurred if the Buyer is not able to take delivery at the time any Products that remain to be delivered under the Agreementdelivery attempts are made. 5.6 9.7 The Consumer Rights Act means the Seller is responsible for the condition of the goods until the goods are received by the Buyer, or by someone else you have nominated to receive them on their behalf. If the Goods arrived damaged, the Buyer is entitled to replacements only. These goods must be returned to the Seller's rights under this Section shall not , postage costs will be deemed waived or otherwise prejudiced covered by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery terms Where Goods are subject to and shall be interpreted delivered on a duty paid basis in accordance with the terms International Chamber of Commerce Incoterms 2010 2020 unless otherwise stated. Invoices must accompany all deliveries. The Company will not recognise invoices unless the Company’s Purchase Order number is quoted. The Company is not liable for packing or cartage costs unless agreed to prior to shipment. 5.2 The Company may cancel all or the balance of the Purchase Order if the Goods are not delivered by the date or dates specified in the Agreement. 5.2 Unless otherwise specifically agreed to by the parties in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordinglyPurchase Order. The quantity of Products shipped Company is under no obligation to Buyer by Seller in any month may be limited by Seller, in its sole discretion, accept Goods that are delivered prior to either (i) the average of due date on the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunderPurchase Order. 5.3 The Seller Where the Purchase Order is only responsible a blanket order covering a period of time and providing indicative quantities of Goods that will be called up via a release schedule from the Company, then the due date for delivering delivery and quantity of Goods will be deemed to be the Products due date for delivery and quantity of Goods set out in the release schedule given to the location specified in Supplier by the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructionsCompany. 5.4 Each delivery shall be considered as separate Should the Supplier fail to provide the Goods covered by the order on the specified due date, deliver less than the specified quantity or fail to deliver Goods that comply with the Company’s specifications or drawings, then the Supplier will take such action necessary to ensure the Company’s operations are not unduly impacted. This action may include but is not limited to the dispatch of replacement product via priority freight, the sourcing of alternative materials from other deliveries sources of supply or the working of required overtime in the Supplier’s operations. If alternative materials have to be used then the Supplier will reimburse the Company with the cost of such testing and evaluation that are necessary to approve the failure of any delivery shall not be a breach use of the Agreement as to other deliveriesalternative materials. 5.5 If delivery is delayed through the Buyer's default Where some or if the Buyer declines or delays accepting delivery all of the Products Goods specified on the Purchase Order are lost or damaged in transit and the Supplier is responsible for more than 3 (three) days from the date of delivery set forth in the Agreementtransportation, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred Supplier must replace those Goods on notification by the Seller as a result Company provided that the notification is given within 14 days of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery receipt of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the AgreementGoods. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.

Delivery. 5.1 Delivery terms 8.1 Except as otherwise agreed by both parties in writing all Goods are subject to and shall be interpreted in accordance with the terms of Incoterms 2010 specified delivered EXW (ex works) Seller’s manufacturing plant stated in the Agreementrelevant purchase order. EXW (ex works) is as defined in INCOTERMS 2010. The Buyer will provide at its expense adequate and appropriate equipment and manual labour for loading or off loading (as appropriate) the Goods. 5.2 Unless 8.2 All delivery dates and times are estimates and not legally binding on the Seller, which will use its reasonable endeavours to make available for collection or deliver (as appropriate) on time. If no delivery dates and/or times are specified, delivery will be within a reasonable time. Time of delivery will not be of the essence. 8.3 The Seller will be deemed not to be in breach of the Contract, and (for the avoidance of doubt) will not be liable in contract, tort or otherwise specifically agreed howsoever and whatever the cause thereof, to by the parties in writing, the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity any direct, indirect or consequential loss (all three of Products shipped to Buyer which terms include pure economic loss, loss of profits, loss of business, depletion of goodwill and similar), costs, damages, charges or expenses caused directly or indirectly by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, delay or (ii) the maximum estimated quantity covered hereunder divided by the number of months failure in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 Goods (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for even if caused by the Seller's account; (ii’s negligence) Claim from the Buyer any except as set out in this Condition 8. 8.4 Any additional costs and expenses incurred by the Seller as a result for express deliveries undertaken at the request of such delay; (iii) Store the Products Buyer are for the account of the Buyer at and will be added to the Buyer's expense; and/or (iv) Cancel Prices and invoiced in accordance with Condition 15.2. 8.5 Any delay in delivery will not entitle the Buyer to cancel the purchase order unless and until the Buyer has given 14 days’ written notice to the Seller requiring the delivery to be made and the Seller has not fulfilled the delivery within that period. If the Buyer cancels the purchase order in accordance with this Condition 8.5 then: 8.5.1 the Seller will refund the Buyer any sums which the Buyer has paid to the Seller in respect of that purchase order or part of the Products ordered purchase order which has been cancelled; and 8.5.2 the Buyer will be under the relevant Purchase Order no liability to make any payments under Condition 15 in respect of that purchase order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreement. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery part of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Orderpurchase order which has been cancelled.

Delivery. 5.1 Date Shares -------- ------ ---------------- --------------- ---------------- --------------- ---------------- --------------- Payment for the Common Stock which the undersigned has agreed to purchase on each Delivery terms are Date shall be made to the Company or its order by certified or bank cashier's check in same day or New York Clearing House funds (as agreed to by the Company and the undersigned) at the (or at such other place as the undersigned and the Company shall agree) at 11:00 A.M., New York City Time, on such Delivery Date upon issuance and delivery to the undersigned of the Common Stock to be purchased by the undersigned on such Delivery Date in such authorized denominations and, unless otherwise provided herein, registered in such names as the undersigned may designate by written or telegraphic communications addressed to the Company not less than five full business days prior to such Delivery Date. The obligation of the Company to sell and deliver, and of the undersigned to take delivery of and make payment for, Common Stock on each Delivery Date shall be subject to the conditions that (1) the purchase of Common Stock to be made by the undersigned shall not at the time of delivery be prohibited under the laws of the jurisdiction to which the undersigned is subject, (2) the sale of the Common Stock by the Company pursuant to this contract shall not at the time of delivery be prohibited under the laws of any jurisdiction to which the Company is subject and (3) the Company shall have sold, and delivery shall have taken place, to the Purchasers such shares of the Common Stock as are to be sold and delivered to them. In the event that the Common Stock is not sold to the undersigned because one of the foregoing conditions is not met, the Company shall not be liable to the undersigned for damages arising out of the transactions covered by this contract. Promptly after completion of the sale and delivery to the Purchasers, the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by copies of the opinions of counsel for the Company delivered to the Purchasers. Failure to take delivery of and make payment for the Common Stock by any purchaser under any other Delayed Delivery Contract shall not relieve the undersigned of its obligations under this contract. The undersigned represents and warrants that (a) as of the date of this contract, the undersigned is not prohibited under the laws of the jurisdictions to which the undersigned is subject from purchasing the Common Stock hereby agreed to be purchased and (b) the undersigned does not contemplate selling the Common Stock which it has agreed to purchase hereunder prior to the Delivery Date therefore. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This contract shall be interpreted governed by and construed in accordance with the terms laws of Incoterms 2010 specified the State of New York. This contract may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. It is understood that the acceptance of any Delayed Delivery Contract is in the Agreement. 5.2 Unless otherwise specifically agreed Company's sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If the contract is acceptable to by the parties in writingCompany, it is requested that the Seller may Company sign the form of acceptance below and mail or deliver one of the Products in partial deliveries counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and invoice the Buyer for each undersigned when such partial counterpart is so signed. Yours very truly, ----------------------------------- By -------------------------------- -------------------------------- -------------------------------- Address Accepted, as of the date first above written. WESTERN RESOURCES, INC. By_________________________________ Title______________________________ PURCHASER -- PLEASE COMPLETE AT TIME OF SIGNING The name and telephone and department of the representative of the Purchaser with whom details of delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month on the Delivery Date may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped discussed are as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the followingfollows: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the AgreementPlease print. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.)

Delivery. 5.1 Delivery terms are subject to and of the Goods shall be interpreted made ex-works as defined in INCOTERMS 2000 unless the point of delivery is otherwise agreed between the Seller and the Buyer in accordance with Condition 5.5. The Services shall be performed at the Service Point. 5.2 The Buyer will take delivery of the Goods within 7 (seven) days of the Seller giving it notice that the Goods are ready for delivery. The Buyer must accept delivery of the Goods and pay for them in full. 5.3 Delivery of the Goods and/or performance of the Services shall be during the Seller's usual business hours. 5.4 Any dates specified by the Seller for delivery of the Goods and/or performance of the Services are approximate only and may not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time. 5.5 If the point of delivery is otherwise agreed under Condition 5.1, the Goods shall be delivered to the premises as specified by the Buyer in the Purchase Order by such means as the Seller thinks fit unless the Buyer has specified in the Purchase Order the details of a carrier which it reasonably requires shall be used having regard to the nature of the Goods and other circumstances of the case. 5.6 If the Seller appoints a carrier for the carriage of the Goods in accordance with Condition 5.5, the carrier shall be deemed to be the Buyer's agent except for the purposes of sections 44, 45 and 46 of the Sale of Goods Act 1979. 5.7 If the Buyer fails to take delivery of the Goods within 7 (seven) days of the Seller giving notice they are ready for delivery (if delivery is ex-works) or to accept delivery (if delivery is other than ex-works) or to provide any instructions, documents, licenses or authorisations required to enable the Goods to be delivered and/or the services to be performed on the due date (without prejudice to its other rights): (a) the Goods shall be deemed to have been delivered; (b) risk in the Goods shall pass to the Buyer; and (c) the Seller may: (i) store and arrange for the storage of the Goods until actual delivery or sale and charge the Buyer for all related costs and expenses (including insurance); and/or (ii) following written notice to the Buyer, sell any of the Goods at the best price reasonably obtainable in the circumstances and charge the Buyer for any shortfall below the Price. 5.8 The Buyer shall provide at its expense at the agreed point of delivery adequate and appropriate equipment and manual labour for loading or off-loading the Goods. The Buyer will indemnify the Seller against any liability and expense (whether arising under statute or common law or otherwise) caused by the Buyers failure to provide appropriate equipment and manual labour for loading or off-loading the Goods (whether or not the loading or off-loading is supervised by or on behalf of the Buyer) for: (a) any personal injury to or death of any of the Seller's employees, agents or sub- contractors or any third party; and/or (b) any damage to or loss of any property of the Seller, its employees, agents or sub- contractors or any third party. 5.9 The Seller may make delivery of the Goods by instalments. Each separate instalment shall be invoiced and paid for in accordance with the terms of Incoterms 2010 specified in the AgreementContract. 5.2 Unless otherwise specifically agreed to 5.10 Failure by the parties Buyer to pay for any one or more instalments in writing, accordance with the Contract shall entitle the Seller may deliver the Products in partial deliveries and invoice the Buyer for each such partial delivery accordingly. The quantity of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, or (ii) the maximum estimated quantity covered hereunder divided by the number of months in the current period of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity for the applicable time period divided by the number of months in the current period. Any quantity not shipped as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveries. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to its other rights and remedies): (a) to suspend without further notice deliveries of Goods or goods under any other right or remedy available contract between the Seller and the Buyer pending payment by the Buyer; and/or (b) to it) do treat the Contract as repudiated by the Buyer. 5.11 The quantity of any or several consignment of Goods as recorded by the following: (i) Sell the Products for Seller upon despatch from the Seller's account; (ii) Claim from place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary. 5.12 The Seller shall not be liable for any costs and expenses incurred non-delivery of Goods or failure in performance of the Services (even if caused by the Seller's negligence) unless written notice is given to the Seller as a result within 14 (fourteen) days of such delay; (iii) Store the Products date when the Goods would in the ordinary course of events have been delivered or performance of the Services would have taken place. 5.13 Any liability of the Seller for the Buyer at the Buyer's expense; and/or (iv) Cancel the non-delivery of the Products ordered under Goods and/or failure in performance of the relevant Purchase Order Services shall be limited to replacing the Goods and/or performing the Services within a reasonable time or cancel at the Agreement with regards to option of the Seller, issuing a credit note against any Products that remain to be delivered under invoice raised for such Goods and/or Services which have been paid by the AgreementBuyer. 5.6 The Seller5.14 A signature of qualified acceptance on a carrier's rights under this Section delivery note shall not be deemed waived written notice to either the carrier or otherwise prejudiced by the Seller’s delivery Seller for the purpose of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Orderthese Conditions.

Delivery. 5.1 Delivery terms are subject to and Sublessor shall be interpreted responsible, at its sole cost and expense, for (i) demising the Subleased Premises and installing 2 post rack with patch panels only for Sublessee’s tel/data and providing related power (with Sublessee responsible for providing ISP circuit and network equipment), as shown on Exhibit C in accordance compliance with all applicable laws, codes and regulations, and (ii) removing its signage and repairing any damage related to the signage or its removal (collectively, “Sublessor’s Work”). As part of Sublessor’s Work, Sublessor will provide Sublessee with one duplex outlet only for ISP and 2-post rack. In addition to Sublessor’s Work, Sublessor shall cause its contractor to install a NEMA receptacle, the full cost of which shall be paid by Sublessee within ten (10) days from invoice by either Sublessor or its contractor. Sublessor shall use reasonable efforts to complete Sublessor’s Work no later than July 1, 2023 (the “Estimated Delivery Date”), but Sublessor shall not be liable to Sublessee for failure to complete Sublessor’s Work by said date. Notwithstanding the foregoing or anything to the contrary otherwise set forth herein, if Sublessor has not delivered the Subleased Premises to Sublessee in the condition herein required on or before August 1, 2023 (the “Initial Delivery Deadline”), then, except if such delay is caused by Sublessee or by reason of force majeure, the Rent Commencement Date shall be extended by one day for each day beyond the Initial Delivery Deadline that the Subleased Premises have not been delivered to Sublessee in said condition, and if the Sublessor fails to deliver possession of the Subleased Premises to Sublessee on or before September 1, 2023, Sublessee shall have the right to terminate this Sublease upon written notice to Sublessor, delivered at any time before Sublessor delivers possession of the Subleased Premises to Sublessee, without penalty or liability, in which event this Sublease shall be null and void and the Security Deposit shall immediately be returned to Sublessee. For the sake of clarity, force majeure shall not include delays in supplies, materials or labor. Sublessee acknowledges and agrees that it has had the opportunity to inspect and familiarize itself with the terms Subleased Premises and has done so. ▇▇▇▇▇▇▇▇▇’s taking possession of Incoterms 2010 specified the Subleased Premises shall be conclusive evidence by Sublessee that the Subleased Premises were in good order and satisfactory condition when Sublessee took possession. Except for the Agreement. 5.2 Unless Sublessor’s Work and as otherwise specifically agreed to by the parties in writingexpressly set forth herein, the Seller may deliver Subleased Premises shall be delivered to Sublessee on the Products Sublease Commencement Date with all of Sublessor’s personal property removed other than the Included FF&E (as defined hereafter), and in partial deliveries broom clean but otherwise “AS IS, WHERE IS” condition, without any obligation on the part of Sublessor to prepare or construct the Subleased Premises for Sublessee’s occupancy. Sublessor shall warrant the tel/data infrastructure portion of Sublessor’s Work that connects to the conference rooms and invoice wireless access points (excluding however any additional work in connection therewith performed or requested by Sublessee) beginning on the Buyer for each such partial delivery accordingly. The quantity date that the Internet Service Provider installation is complete and turned on until the earlier of Products shipped to Buyer by Seller in any month may be limited by Seller, in its sole discretion, to either (i) the average of the monthly quantities purchased by Buyer for the preceding contract months, date that Sublessee first performs a test that demonstrates to its reasonable satisfaction that its tel/data systems are operating or (ii) forty-five days, provided however that such warranty shall be void if Sublessee modifies or relocates the maximum estimated quantity covered hereunder divided by tel/data cabling. Sublessor’s sole responsibility under the number foregoing warranty will be, at Sublessor’s option, to either repair or replace the component (s) which fail to satisfy such warranty due to a defect in workmanship and/or material. Sublessee acknowledges that neither Sublessor nor Sublessor’s agents have made any representation or warranty as to the condition of months in the current period Subleased Premises or the suitability of this Agreement. Provided, however, that if different quantities apply to different time periods within this Agreement, Seller may limit shipments based upon the then current maximum estimated quantity Subleased Premises for the applicable time period divided by conduct of ▇▇▇▇▇▇▇▇▇’s business. Notwithstanding the number of months foregoing or anything otherwise set forth herein, to Sublessor’s actual knowledge and without any duty to investigate, all mechanical (including HVAC), electrical and plumbing systems serving the Subleased Premises are in the current period. Any quantity not shipped good working order and condition as a result of such limitation shall be deducted from the estimated quantity to be purchased by Buyer hereunder. 5.3 The Seller is only responsible for delivering the Products to the location specified in the Agreement. In no event shall Seller be bound to tender delivery of any quantities for which Buyer has not given shipping instructions. 5.4 Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not be a breach of the Agreement as to other deliveriesdate hereof. 5.5 If delivery is delayed through the Buyer's default or if the Buyer declines or delays accepting delivery of the Products for more than 3 (three) days from the date of delivery set forth in the Agreement, then the Seller may (without prejudice to any other right or remedy available to it) do any or several of the following: (i) Sell the Products for the Seller's account; (ii) Claim from the Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer at the Buyer's expense; and/or (iv) Cancel the delivery of the Products ordered under the relevant Purchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreement. 5.6 The Seller's rights under this Section shall not be deemed waived or otherwise prejudiced by the Seller’s delivery of the Products ordered under a Purchase Order after the delivery date set forth in such Purchase Order.