Common use of Delivery Clause in Contracts

Delivery. 4.1 Unless agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 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 Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 shall not be liable for any delay in delivery of the 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise The Supplier shall deliver the Supplies in writing by accordance with the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®instructions and date(s) at the place specified in the Order Confirmation. 4.2 Any dates quoted Authorizing Document (or, to the extent that no date or timescale is specified, then within 14 days after the date of this Agreement or at such other time as the Company may approve in writing or reasonably request). Time is of the essence for delivery of the Goods or performance of Services are approximate onlySupplies. The Supplier shall, and time shall procure that the Supplier Personnel shall, (without further liability to the Company) devote such of delivery their time, attention and ability to the Supplies (including any overtime or additional shifts required) as may be necessary to meet those timescales. If there is not any likelihood that the Supplier or any Supplier Personnel will fail to provide any Supplies within the applicable timeline for performance, then, without prejudice to any of the essenceCompany’s other rights or remedies, the Supplier shall promptly give the Company advance notice of the nature and effects of the circumstances in question and a best estimate of the duration of such circumstances. 4.2 The Supplier shall ensure that: (a) any Goods are marked and delivered in accordance with the Company’s instructions and any applicable regulations or requirements of the carrier and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course; and (b) any delivery of Goods is accompanied by a delivery note which shows the Authorizing Document number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 4.3 In Unless otherwise agreed by the event of delay Company in deliverywriting, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer all Goods shall be entitled delivered to cancel the OrderPremises during business hours with transportation charges and any other applicable charges pre-paid by the Supplier. Seller’s liability for such non-The Company shall not be obliged to carry out any work to enable delivery will be limited of Supplies to (a) refunding any sums which Buyer has paid for take place. The Supplier shall offload Goods at its own risk, as directed by the undelivered Goods and (b) the 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 GoodsCompany. 4.4 Seller The Company and, if applicable, the Supplier shall inspect the Goods as soon as practicable following delivery and agree an inventory of the quality and quantity delivered. The Company shall not be liable for any delay damage found on such inspection. If the Company in delivery its reasonable opinion considers any of the 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 Goods or Services to be supplied in an unsuitable condition or of the wrong quantity either on delivery or subsequently, the Company shall notify the Supplier, which shall promptly arrange the repair, remedy, correction or replacement of such Goods within 24 hours following the time of the Company’s so notifying the Supplier. If the Supplier has not fully repaired, remedied, corrected or replaced (“Delivery Information”as appropriate) such Goods by the expiry of such 24-hour period, the Company shall be entitled to enforce the Company’s remedies under Clause 8 (Remedies). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time deliveryUnless otherwise specified, the Goods will Supplier shall be responsible for installing, commissioning and decommissioning the Goods, as applicable. 4.6 The Company shall not be deemed to have been delivered accepted the Goods until it has had a reasonable period of time to inspect them following delivery or, if later, within a reasonable period of time after any latent defect in them has become apparent. 4.7 The Supplier shall give the Company prior written notice of the delivery under this Agreement of any Goods having a hazard to the health and safety of persons or property, identifying those hazards and giving full details of any precautions to be taken by the due date Company on the delivery of such Goods and Seller may charge Buyer for their subsequent storage or handling. The Supplier shall notify the Company in writing of all related costs requirements and expenses (including for demurrage claimsrestrictions imposed by governmental and other authorities or persons relating to the possession, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any use or onward supply 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 ContractGoods. 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise stated on the face of an Order, delivery shall be to Buyer's facility (F.O.B Destination). a. Time is of the essence in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined performance of an Order. b. Delivery shall be in INCOTERMS 2020®) at strict accordance with the place schedule and quantity specified in the Order Confirmation. 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 Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the an Order. SellerSeller is on notice that delays in delivery may result in damages assessments including price reduction under Buyer’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 prime contracts; Seller shall not be liable for any delay such assessments or price reductions. Seller shall not ship to arrive earlier than 7 days in delivery advance of the Goods specified schedule unless authorized in writing. Buyer may return goods at Seller's expense or Services where Buyer failed payment may be deferred until the date payment would become due according to the specified schedule. Per DFAR 252.244-7001, ensure that all applicable purchase orders and subcontracts contain all flow down clauses, as required by the FARS and DFARS, including terms and conditions and any other clauses needed to carry out the requirements of the prime contract. c. Seller at the request of ▇▇▇▇▇, shall provide a written notice explanation for the root cause of the delay, Seller’s corrective action plan to address the late deliveries and assurances that Seller will make all future deliveries 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 Goods or Services to be supplied on time (“Delivery Information”)Order requirements and schedule. 4.5 d. If it appears Seller will not meet schedule or if Seller's deliveries fail to meet the schedule, then in addition to any other right or remedy that Buyer refuses has under law or fails this Order, Buyer may require Seller to take ship via expedited means at Seller's expense. e. If the delivery delay was as a result of any action taken on the 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 part of Buyer, Seller may also sell shall notify Buyer in writing at the time the delay occurs and request that Buyer waive liquidated damages provided herein. f. Buyer reserves the right to assess liquidated damages for any deliveries more than five (5) working days beyond the contracted delivery date. Penalties will consist of 1.0 percent of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price value of the Goods under late item(s) per working day (Monday through Friday) late, calculated beginning the Contractsixth day after the due date, and accruing daily each working day thereafter up to a maximum of 15.0 percent of the value of the delinquent item(s). The liquidated damages amount shall be subtracted from the line item value. 4.6 If g. ▇▇▇▇▇’s right hereunder to recover liquidated damages for Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages ’s delayed performance is not an exclusive remedy for delay and shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable addition to all other rights and remedies that Buyer has under this Order and at replacement value law and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsequity.

Delivery. 4.1 Unless agreed otherwise in writing 3.1 The Goods will be delivered by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place date specified in the Order Confirmation. 4.2 Any dates quoted for Agreement, or if no date is specified, within a reasonable time after receipt of Buyer’s purchase order, subject to the availability of finished Goods. The delivery and/or shipping schedule is the best estimate possible based on conditions existing at the time of the Goods Seller's Sales Confirmation or performance Seller's quotation and receipt of Services are approximate onlyall specifications, as applicable, and time in the case of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited standard items, any such date is subject to (a) refunding any sums which Buyer has paid Seller's receipt of complete information necessary for the undelivered Goods design and (b) the 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 manufacture. Seller shall not be liable for any delay delays, loss or damage in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 transit or for any delay that is caused by: (i) a Force Majeure Event other direct, indirect, or (ii) Buyer’s failure consequential damages due to provide delays, including without limitation, loss of use. 3.2 Seller with adequate instructionsmay, informationin its sole discretion, licences without liability or authorisations penalty, deliver partial shipments of Goods to enable Buyer as they become available, in advance of the quoted delivery date. If the Goods or Services are to be supplied on time (“Delivery Information”)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. 4.5 If 3.3 Seller shall make the Goods available to Buyer refuses at Seller’s factory or fails to 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 when they are ready for delivery or to provide any Delivery Information to enable on time delivery, within five (5) days of Seller’s written notice that the Goods will 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 authorisations: (a) title and risk of loss to the Goods shall pass to Buyer; (b) the Goods shall be deemed to have been delivered by delivered; and (c) Seller, at its option, may store the due date and Seller may charge Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including for demurrage claimsincluding, wasted transportwithout limitation, freight, restocking, 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise Prior to Delivery of Yacht, Charterer agrees to provide signed and dated Charter Contract, Sailing Resume, Client Responsibility Agreement, payment in writing full of all charter fees and Passport Details of Charterer and crew. The Yacht shall be delivered by the partiesCompany at Nanny Cay, all Goods are delivered FCA Tortola, BVI in full commission and in proper working order, tanks full of fuel and water respectively, in good clean condition throughout and ready for service no later than 4 hours of the specified time shown in paragraph 1. The Charterer will inspect the Yacht, and upon acceptance (“Free carrier” as defined by officially beginning his charter) certifies that he has found the vessel in INCOTERMS 2020®) at the place specified charterable condition and in the Order Confirmation. 4.2 Any dates quoted for every respect seaworthy and that delivery of the Goods or said Yacht to the Charterer constitutes full performance of Services are approximate only, and time of delivery is not compliance with all obligations of the essence. 4.3 Company to the Charterer. In the event that the Company shall fail to make delivery of delay the Yacht on the day of the Charter start due to an unforeseen last-minute problem with the Yacht but shall within 48 hours thereafter make delivery of the Yacht then the Charterer shall be allowed demurrage pro rata for the number of hours of lost sailing time. Demurrage shall be offered in deliverythe form of credits against future charters or cash refunds. In the event that the Company fails to make delivery of the Yacht prior to the charter start date or over 48 hours as set forth herein, Buyer then this agreement may be cancelled by the Charterer and all charter fees and security deposits shall give written notice be refunded to Seller requiring the delivery Charterer, except in the event of any instances in Paragraph 10 that makes the Yacht inactive, or other external causes that may prevent the Charter from starting. We strongly recommend that Trip Cancellation Insurance is taken to cover any unpredictable losses or events that may occur prior to Charter start, as no refund will be due from the Company. If the vessel is at any time out of commission for more than 4 hours of “sailing time” during the charter, the Company agrees to credit demurrage in the form of credits against future charters or cash refunds for lost “sailing time”, provided the Charterer notifies the Company in a timely fashion of the problem encountered with the Yacht and gives the Company the opportunity to make the necessary repairs. Sailing time is deemed to be made within 14 daysbetween the hours of 8.00am to 5.00pm. Subject to Condition 4.4The Horizon guarantee covers battery/battery charging, if Seller fails to fulfil the delivery within 14 daysrigging, Buyer shall be entitled to cancel the Orderengine, sails, depth sounder and transmission problems. Seller’s liability for The guarantee excludes items that do not prevent yacht usage, such nonas marine toilets, dinghy and outboard, windlass, entertainment systems, air-delivery will be limited to conditioning, electronics (a) refunding any sums which Buyer has paid for the undelivered Goods other than depth sounder), water makers, ice makers, and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market availablelog instruments, less the Price of the relevant Goods. 4.4 Seller refrigeration, cellular phones, WiFi, water pump, or VHF radio. The Company shall not be liable for any delay in delivery lost sailing time, chase boat expenses or labour charges if the problems are caused by operator error or carelessness on behalf of the Goods Charterer or Services where Buyer failed his crew. Nor shall the company be held responsible for supplying a replacement vessel in the event that the vessel is disabled due to provide written notice in accordance with Condition 4.3 damage caused by carelessness or negligence on behalf of the Charterer or his crew. Blocked heads due to any other blockage other than mechanical failure of parts is at the Charterer’s expense (from $180.00 charge), plus chase boat services if applicable. In the event of refrigeration breakdown, the Company must be notified immediately and will cover the costs of block and chip ice, (for which receipts are presented) to stop food spoilage, until the refrigeration can be repaired, or until the end of the charter, if a timely repair cannot be carried out but will not be held responsible for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s loss of food. The Company deems the value of inoperable generator and/or AC as $500 per charter and will refund the pro-rated value in the event of failure to provide Seller with adequate instructionsthis amount. The Company shall not be liable for any compensatory, informationconsequential, licences punitive or authorisations to enable the Goods other damages or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the 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 travel and insurance). Following written notice to Buyer, Seller may also sell any hotel) of ANY kind occasioned by the Charterer as a result of the Goods at Company’s inability to deliver the best price reasonably obtainable in the circumstances and charge Buyer Yacht for any shortfall below the Price of the Goods under the Contractreason. 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing by 6.1 The Goods shall be delivered to, and the partiesServices shall be performed at, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified Delivery Address on the date or within the period stated in the Order ConfirmationOrder, in either case during the CRE’s normal business hours. 4.2 Any dates quoted for 6.2 Where the date of delivery of the Goods or of performance of the Services are approximate onlyis to be specified after the placing of Order, and the Seller shall give the Company reasonable notice of the specified date. 6.3 The time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 performance of the relevant Goods. 4.4 Services is of the essence of the Contract, provided that the Seller shall not be liable for damages resulting from delays caused by circumstances outside its control, subject to the Seller having notified CRE promptly (and in any event no later than 48 hours) after becoming aware of such circumstances. In such cases where it is apparent that the delay may be prolonged, CRE shall have the option to terminate the Contract forthwith upon written notice without liability. 6.4 A delivery 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 CRE shall be entitled to reject any Goods delivered which are not in accordance with the Contract, and shall not be deemed to have accepted any Goods until CRE has had a reasonable time 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 shall supply the CRE in good time with any instructions or other information required to enable the CRE to accept delivery of the Goods and performance of the Services. 6.8 Unless otherwise agreed in writing, CRE shall not be obliged to return to the Seller any packaging or Services where Buyer failed packing materials for the Goods, whether or not any Goods are accepted by CRE. 6.9 Goods delivered in error or in excess of the quantity required may at CRE’s option be returned 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) Buyerthe Seller, at the Seller’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable expense. 6.10 If the Goods are not delivered or the Services to be supplied are not performed on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the 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 then, without prejudice to any other remedy, CRE shall be entitled to deduct from the Price or (if CRE has paid the Price) to claim from the Seller may charge Buyer by way of liquidated damage 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 delay 2 per cent of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer Price for any shortfall below the Price every week’s delay, up to a maximum of the Goods under the Contract10 per cent. 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 4.1. Unless otherwise agreed otherwise in writing by the partiesEaton, all Goods are delivered FCA delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT (“Free carrier” as defined in INCOTERMS 2020®Incoterms 2010) at the place specified Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in the Order Confirmationwriting. 4.2 Any 4.2. As notified to the Buyer any dates quoted for delivery of the Goods or performance of Services Supplies are approximate only, only and time of delivery is may not be made of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 daysessence by notice. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 Eaton shall not be liable for any delay in delivery of the Goods Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or Services where Buyer failed allowing credit as above. 4.5. Where the Supplies are to provide written notice be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with Condition 4.3 or these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any delay that reason (other than the Buyer's fault) and Eaton is caused by: accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (iif any) a Force Majeure Event or of the cost to the Buyer (iiin the cheapest available market) Buyer’s failure of similar goods to provide Seller with adequate instructions, information, licences or authorisations to enable replace those not delivered over the Goods or Services to be supplied on time (“Delivery Information”)price of the Supplies. 4.5 4.7. If the Buyer refuses or fails to take delivery of the Goods when they are ready Supplies or fails to give Eaton 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 ▇▇▇▇▇'▇ fault) then, without prejudice to provide any Delivery Information other right or remedy available to enable Eaton, Eaton may:- 4.7.1. require payment on time deliveryany reasonable basis, including but not limited to the Goods will be deemed to have been delivered by selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the due date Supplies until actual delivery at the sole cost and Seller may risk of the Buyer and charge the Buyer for all related the reasonable costs and expenses (including for demurrage claims, wasted transport, storage handling and insurance)) of storage; or 4.7.3. Following written notice to Buyer, Seller may also sell any of the Goods Supplies at the best price reasonably readily obtainable in and (after deducting all reasonable storage and selling expenses) account to the circumstances and Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the Price price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Goods under Supplies contemplated in clause 4.7 on the ContractBuyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable 4.9. The Buyer shall not refuse to Sellerreceive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value transport and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsimport purposes.

Delivery. 4.1 Unless agreed otherwise 5.1 Delivery terms are subject to and shall be interpreted in writing by accordance with the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place terms of Incoterms 2010 specified in the Order ConfirmationAgreement. 4.2 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 dates quoted 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 Goods or performance of Services are approximate only, and time Products for more than 3 (three) days from the date of delivery is not 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 essence. 4.3 In following: (i) Sell the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid Products for the undelivered Goods and Seller's account; (bii) Claim from the reasonable and proper Buyer any costs and expenses incurred by the Seller as a result of such delay; (iii) Store the Products for the Buyer in obtaining replacement goods of similar description and quality in at the cheapest market available, less Buyer's expense; and/or (iv) Cancel the Price delivery of the Products ordered under the relevant GoodsPurchase Order or cancel the Agreement with regards to any Products that remain to be delivered under the Agreement. 4.4 Seller 5.6 The Seller's rights under this Section shall not be liable for any delay in deemed waived or otherwise prejudiced by the Seller’s delivery of the Goods or Services where Buyer failed to provide written notice Products ordered under a Purchase Order after the delivery date set forth 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 Goods or Services to be supplied on time (“Delivery Information”)such Purchase Order. 4.5 If Buyer refuses or fails to take delivery of the 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 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 Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s sole liability and Buyer’s exclusive remedy for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) reimbursing Buyer for the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in at the cheapest lowest available market availableprice, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 4.1. Unless otherwise agreed otherwise in writing by the partiesEaton, all Goods are delivered FCA delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT (“Free carrier” as defined in INCOTERMS 2020®Incoterms 2010) at the place specified Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in the Order Confirmationwriting. 4.2 Any 4.2. As notified to the Buyer any dates quoted for delivery of the Goods or performance of Services Supplies are approximate only, only and time of delivery is may not be made of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 daysessence by notice. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 Eaton shall not be liable for any delay in delivery of the Goods Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option:- 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof. 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or Services where Buyer failed allowing credit as above. 4.5. Where the Supplies are to provide written notice be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with Condition 4.3 or these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any delay that reason (other than the Buyer's fault) and Eaton is caused by: accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (iif any) a Force Majeure Event or of the cost to the Buyer (iiin the cheapest available market) Buyer’s failure of similar goods to provide Seller with adequate instructions, information, licences or authorisations to enable replace those not delivered over the Goods or Services to be supplied on time (“Delivery Information”)price of the Supplies. 4.5 4.7. If the Buyer refuses or fails to take delivery of the Goods when they are ready Supplies or fails to give Eaton 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 ▇▇▇▇▇'▇ fault) then, without prejudice to provide any Delivery Information other right or remedy available to enable Eaton, Eaton may: 4.7.1. require payment on time deliveryany reasonable basis, including but not limited to the Goods will be deemed to have been delivered by selling price, and any additional expenses, or costs resulting from such a delay; 4.7.2. store the due date Supplies until actual delivery at the sole cost and Seller may risk of the Buyer and charge the Buyer for all related the reasonable costs and expenses (including for demurrage claims, wasted transport, storage handling and insurance)) of storage; or 4.7.3. Following written notice to Buyer, Seller may also sell any of the Goods Supplies at the best price reasonably readily obtainable in and (after deducting all reasonable storage and selling expenses) account to the circumstances and Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the Price price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Goods under Supplies contemplated in clause 4.7 on the ContractBuyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable 4.9. The Buyer shall not refuse to Sellerreceive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value transport and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsimport purposes.

Delivery. 4.1 Unless agreed otherwise in writing (a) Contract delivery schedules and quantities are a material condition of this Contract, and Seller’s failure to meet Contract delivery schedules or quantities shall be considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to the Buyer's rejection, and Seller will be responsible for the cost incurred by Buyer to store and/or to ship the partiesGoods. Once ▇▇▇▇▇ gives notice of the rejection of the Goods, all the risk of loss and damage to the Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at is with the place specified in Seller. Any acceptance of deliveries late to the Order ConfirmationContract delivery schedule will not waive Buyer's rights. 4.2 Any dates quoted for (b) If Seller fails to make delivery in accordance with the Contract delivery schedule, Buyer will have the option of terminating this Contract in accordance with ¶ 19, TERMINATION FOR DEFAULT, or assessing 0.5% of the Goods or performance of Services are approximate onlyunit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and time of delivery continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the essenceunit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract. 4.3 (c) In the event of any anticipated or actual delay in deliverymeeting the Contract delivery schedule, Seller shall: (i) Promptly notify Buyer shall give in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) Provide Buyer with a written notice recovery schedule; and (iii) If requested by Buyer, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller requiring the delivery to be made within 14 daysis excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid solely responsible for paying the undelivered Goods difference between the method of shipping specified and (b) the 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 Goodsactual air or expedited rate incurred. 4.4 (d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not be liable for construed as a waiver by Buyer of any delay in delivery of the 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 rights or authorisations to enable the Goods remedies provided by law or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the 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 (e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery note schedules or package labelling states that the Packages in which blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule or shipping releases due date. Buyer shall not be required to make payment for Goods which are delivered are returnable to Seller, such Packages Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases. (f) Seller shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable provide a response to an open order report issued by the Buyer at replacement value the frequency and no credit will be due on Packages for which a charge have been method determined by the Buyer. (g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system. (h) Seller shall respond to any inquiries made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsthe Buyer within two (2) business days of the request.

Delivery. 4.1 Unless otherwise agreed otherwise in writing by the partiesSeller, all delivery of Goods shall take place at Seller’s place of business. Services shall be 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 delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 ready for delivery. Any dates quoted specified by Seller for delivery of the Goods or performance of Services are approximate only, intended to be an estimate and time of for delivery is shall not be made of the essence. 4.3 In the event of delay in essence by notice. If no dates are so specified, delivery, Buyer /performance shall give written notice to Seller requiring the delivery to be made within 14 daysa reasonable time. Subject to Condition 4.4the other provisions hereof, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 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 the Goods or Services where (even if caused by Seller’s negligence), nor shall any delay entitle Buyer failed to provide written notice in accordance with Condition 4.3 terminate or rescind the Contract unless such delay exceeds 180 days. If for any delay that reason Buyer fails to accept delivery of Goods when ready, or Seller is caused byunable to deliver Goods on time because Buyer has not provided appropriate instructions, documents, licences or authorisations: (i) a Force Majeure Event or risk in Goods shall pass to Buyer; (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will shall be deemed to have been delivered by the due date delivered; and (iii) Seller may charge store Goods until delivery, whereupon Buyer shall be liable for all related costs costs. The quantity of any consignment of Goods as recorded by Seller on despatch from Seller’s place of business shall be conclusive evidence of the quantity received by Buyer on delivery, unless Buyer can provide conclusive evidence proving the contrary. Buyer shall provide Seller in a timely manner and expenses (including for demurrage claimsat no charge access to its facilities as required by Seller to perform Services, wasted transport, storage informing Seller of all health/safety rules and insurance)security requirements. Following written notice 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 act/omission of Buyer, Buyer shall pay 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 charge have been made all costs incurred by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing (a) Subject to this Section 2.07, Supplier shall Deliver the Product by the partiesSpecified Delivery Date in accordance with each Purchase Order and shall bear all costs and expenses related to such Delivery. Unless otherwise agreed, all Goods are delivered FCA Deliveries of Product shall be made by forwarders used by Historical Supplier within the twelve (“Free carrier” as defined 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 INCOTERMS 2020®) 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 standards used at the place specified Facility immediately prior to the Effective Date, the Compliance Requirements and applicable good storage and good distribution practices, including the use of data loggers, packaging dimensions and transport protection. Any change thereof shall be deemed a change to be handled and reimbursed in the Order Confirmationaccordance with Section 2.02(c). 4.2 Any dates quoted (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 delivery date, as 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 Goods Product in accordance with the Shipping Terms. (d) Supplier shall have no liability for any failure or performance delay in Delivering an Order to 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 Services are approximate onlyan Order shall be accompanied by a delivery note from Supplier showing the Order number, and time of delivery is not the date of the essenceOrder and the quantity of Product (in grams) included in the Order. 4.3 In (f) If, in respect of an Order, Supplier Delivers up to and including 10 percent (10%) more or less than the event quantity of delay the Product set forth in delivery, Buyer that Order: (i) Purchaser shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall not be entitled to cancel reject the Order. Seller’s liability for such non-delivery will , but a pro rata adjustment shall be limited made to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 amount of the relevant Goods.Order invoice; and 4.4 Seller shall not be liable for any delay in delivery of the 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will shall 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 be a complete fulfillment of the Goods at the best price reasonably obtainable in the circumstances Order, and charge Buyer for any shortfall below the Price no amount 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 Product 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsconsidered outstanding from the Order.

Delivery. 4.1 Where the Seller is an overseas supplier, the Goods shall be 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 agreed the context otherwise requires, any term or expression which is defined in writing or given a particular meaning by the partiesprovisions of INCOTERMS shall have the same meaning in these Conditions but if there is any conflict between the provisions of INCOTERMS and these Conditions, all 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 FCA (“Free carrier” as defined in INCOTERMS 2020®) at excess of the place quantities specified in the Order Confirmationdelivery schedules. 4.2 Any dates quoted for 4.5 The Buyer is entitled to reject any Goods delivered or Services performed which are not in accordance with the Contract and shall not be deemed to have accepted any Goods or 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 Buyer to enable the Buyer to accept delivery of the 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 are approximate only, and time of delivery is not shall be of the essence. 4.3 In . If the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 shall not be liable for any delay in delivery of the 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the 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 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 sum calculated at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below 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 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 damages 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. 4.6 If Seller's delivery note Contract or package labelling states that otherwise) or shall be recoverable as damages, PROVIDED the Packages in 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 are delivered are returnable to Seller, such Packages and Services cancelled 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsrefunded forthwith to the Buyer.

Delivery. 4.1 7.1 Unless agreed otherwise expressly specified in writing by the partieswritten acknowledgement of order, all delivery of the Goods are delivered FCA (“Free carrier” will be made ex-works as defined in INCOTERMS 2020®) 2000. The Services will be performed at the place specified in the Order ConfirmationService Point. 4.2 Any dates quoted for delivery 7.2 Delivery of the Goods or performance of the Services are approximate onlywill 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, and if no time is agreed, then within a reasonable time, but the time of delivery is and performance will not be of the essence. 4.3 In . If, despite those endeavours, Supplier is unable for any reason to fulfil any delivery or performance on the event specified date, Supplier will be deemed not to be in breach of this Contract, nor (for the avoidance of doubt) will Supplier have any liability to the Buyer for 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 like loss) howsoever caused (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, delivery or performance will not entitle the Buyer shall give to cancel the Contract unless and until the Buyer has given one hundred and twenty days’ written notice (or such longer period specified in the written acknowledgement of Contract) to Seller Supplier requiring the delivery or performance to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil and Supplier has not fulfilled the delivery or performance within 14 days, that period. If the Buyer shall be entitled cancels the Contract in accordance with this clause 7.3 then: 7.3.1 Supplier will refund to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding Buyer any sums which the Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer to Supplier in obtaining replacement goods respect of similar description and quality in the cheapest market available, less the Price that Contract or part of the relevant 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 liability to 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. 4.4 Seller shall not be liable for any delay in delivery of 7.5 If the 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of any of the Goods when they are ready for delivery or to provide any Delivery Information instructions, documents, licences or authorisations required to enable the Goods to be delivered or Services to be performed on time delivery(except solely on account of Supplier’s default), the Goods or Services will be deemed to have been delivered by or performed on the due date and Seller may (without prejudice to its other rights) Supplier may: 7.5.1 store or arrange for storage of the Goods until actual delivery or sale in accordance with clause 7.5.2 and charge the Buyer for all related costs and expenses (including for demurrage claimsincluding, wasted transportwithout limitation, storage and insurance). Following ; and/or 7.5.2 following written notice to the Buyer, Seller may also 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 price under the Goods Contract or account to the Buyer for any excess achieved over the price under the Contract, in both cases having taken into account any charges related to the sale. 4.6 If Seller's delivery note 7.6 The Buyer shall provide or package labelling states that procure the Packages in which provision to Supplier of all facilities and such other assistance and services as may be necessary to the Goods are delivered are returnable extent and quality necessary to Seller, such Packages shall be returned in accordance with such instructionsenable Supplier to fulfil its obligations under the Contract. 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 charge have been made by Seller. "Packages" This assistance shall include bulk tankers(but not be limited to) the timely provision of and access to information, minibulksdata, flexisaccommodation, cratescomputing resources, boxes or other containers appropriate Buyer employees and palletsa safe working environment.

Delivery. 4.1 3.1 Unless agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order ConfirmationOrder, the Delivery Point shall be the Buyer’s place of business. 4.2 Any 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 quoted for delivery are business estimates only and not contractual obligations. Time therefore will not be of the Goods or performance of Services are approximate only, and time of delivery is not essence of the essence. 4.3 In Contract and provided bioMérieux makes delivery within a reasonable time (taking into account all the event of delay in delivery, circumstances) the Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall not be entitled to cancel terminate or rescind the Order. Seller’s liability for such non-Contract or claim damages in respect of late delivery will be limited unless bioMérieux has specifically agreed in writing to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred contrary on a contract by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goodscontract basis. 4.4 Seller 3.4 bioMérieux shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay performance of the Installation that is caused by: (i) by a Force Majeure Event or (ii) Event, the Buyer’s failure to provide Seller bioMérieux with adequate instructions, information, licences delivery instructions or authorisations any other instructions that are relevant to enable the supply of the Goods or Services to be supplied on time (“Delivery Information”)performance of the Installation, or any other act or omission of the Buyer. 4.5 3.5 If for any reason the Buyer refuses or fails to take accept delivery of the Goods when they are ready for delivery delivery, or bioMérieux is unable to provide any Delivery Information to enable deliver the Goods on time deliverybecause the Buyer has not provided appropriate instructions, documents, licences or authorisations: (a) risk in the Goods will 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 by delivered; and (c) bioMérieux may store the due date Goods until delivery, and Seller may charge the Buyer shall be liable for all related costs and expenses (including for demurrage claimsincluding, wasted transportwithout limitation, storage and insurance). 3.6 bioMérieux may deliver the Goods, or perform the Installation, by separate instalments as agreed with the Buyer. Following Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract. 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. 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 bioMérieux, the Buyer shall make those licences and consents available to bioMérieux prior to the relevant shipment. 3.8 Any reagents supplied to the Buyer by bioMérieux under the Contract shall be packed with a minimum residual shelf life, details of which shall be provided by bioMérieux to the Buyer upon request. 3.9 bioMérieux shall not be 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 Buyer, Seller may also sell any 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 Goods at the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price or performance of the Goods under the ContractInstallation. 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless 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 otherwise with the Authority in writing. Delivery 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 collected by the Authority in return for a discount on the Contract Price shall be agreed by the Parties in writing by (where due to an emergency such arrangements cannot be committed to writing prior to collection, the partiesParties shall confirm such arrangements in writing as soon as possible following collection). Where the Authority collects the Goods, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at collection is deemed delivery for the place 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 Order Confirmation. 4.2 Any Specification and Tender Response Document or as otherwise agreed with the Authority in writing. Where such information requirements as to the content of delivery notes are not specified or separately agreed, such delivery notes shall, as a minimum, contain the Authority’s order number, the name and address of the Authority, a description and quantity of the Goods, and shall show separately any extra agreed charges for containers and/or any other item not included in the Contract Price or, where no charge is made, whether the containers are required to be returned. Part deliveries and/or deliveries outside of the agreed delivery times/dates quoted for may be refused unless the Authority has previously agreed in writing to accept such deliveries. Where delivery of the Goods or performance is refused by the Authority in accordance with this Clause 2.4 of Services are approximate onlythis Schedule 2 of these Call-off Terms and Conditions, the Supplier shall be responsible for all risks, costs and time of expenses associated with the re-delivery is not of the essence. 4.3 In Goods in accordance with the event of delay in deliveryagreed delivery times/dates. Where the Authority accepts delivery more than five (5) days before the agreed delivery date, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer Authority shall be entitled to cancel charge the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid Supplier for the undelivered costs of insurance and storage of the Goods and (b) until the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality agreed date for delivery. Unless otherwise set out in the cheapest market availableSpecification and Tender Response Document or agreed with the Authority in writing, less the Price of Supplier shall be responsible for carriage, insurance, transport, all relevant licences, all related costs, and all other costs associated with the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the 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 location 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 unloading of the Goods at that location. Without limitation to the best price reasonably obtainable foregoing provision of this Clause 2.5 of this Schedule 2 of these Call-off Terms and Conditions, unless otherwise stated in the circumstances Specification and charge Buyer Tender Response Document or agreed with the Authority in writing, the Supplier shall be responsible for obtaining all export and import licences for the Goods and shall be responsible for any shortfall below delays to the Price delivery time due to such licences not being available when required. In the case of any Goods supplied from outside the United Kingdom, the Supplier shall ensure that accurate information is provided to the Authority as to the country of origin of the Goods under and shall be liable to the Contract. 4.6 If Seller's delivery note Authority for any extra duties or package labelling states that the Packages in taxes for which the Authority may be accountable should the country of origin prove to be different from that set out in the Specification and Tender Response Document. All third party carriers engaged to deliver the Goods are delivered are returnable to Seller, such Packages shall at no time be an agent of the Authority and accordingly the Supplier shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value liable to the Authority for the acts and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsomissions of all third party carriers engaged to deliver the Goods to the Authority.

Delivery. 4.1 Unless agreed otherwise All Products shall be 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 writing by 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 parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at right to modify the place specified delivery dates. In the event Buyer requests a change in the Order Confirmation. 4.2 Any dates quoted for scheduled delivery date within three (3) business days of the Goods or performance scheduled shipping date and Seller agrees to such change, a fee of Services are approximate only, $500 shall apply. Title and time risk of loss shall pass to Buyer at point of delivery if Product is delivered by Seller’s truck. If delivery is not of the essence. 4.3 by Seller’s truck, sales are Ex Works Seller’s location. In the event Buyer requests that Seller hold or store Products beyond their delivery date, or in the event Seller is unable to take or otherwise refuses delivery of delay any Products, Seller may store the Products at Buyer’s sole risk and expense and charge Buyer for shipping and storage and any other cost or expense incident to Buyer’s request or refusal. Seller may also demand immediate payment of such items as well as the Products themselves. In instances of bulk carload, tank truck, and tank car shipments, Seller’s weights shall govern. Products shall be packed for shipment in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 daysSeller’s standard packing. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled responsible for promptly inspecting all Products to cancel the Order. Seller’s liability for such non-delivery will be limited to ensure that there are no “Deficiencies,” specifically that: (a) refunding any sums which Buyer has paid for the undelivered Goods Products were delivered without damage; and (b) the reasonable correct amounts, concentration levels, and proper costs and expenses incurred by Buyer in obtaining replacement goods types of similar description and quality in the cheapest market availableProducts were delivered. BUYER SHALL NOTIFY SELLER, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: IN WRITING, OF ANY DEFICIENCIES WITHIN FIVE (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”5). 4.5 If Buyer refuses or fails to take delivery of the 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless 8.1 Except as otherwise agreed otherwise by both parties in writing by the parties, all Goods are delivered FCA EXW (“Free carrier” ex works) Seller’s manufacturing plant stated in the relevant purchase order. EXW (ex works) is as defined in INCOTERMS 2020®2010. The Buyer will provide at its expense adequate and appropriate equipment and manual labour for loading or off-loading (as appropriate) at the place specified in the Order ConfirmationGoods. 4.2 Any 8.2 All delivery dates quoted 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 of the Goods or performance of Services dates and/or times are approximate onlyspecified, and time delivery will be within a reasonable time. Time of delivery is will not be of the essence. 4.3 In 8.3 The Seller will be deemed not to be in breach of the event 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 for the account of the Buyer and will be added to the Prices and invoiced in accordance with Condition 14.2. 8.5 Any delay in delivery, delivery will not entitle the Buyer shall give 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 purchase order which has been cancelled; and 8.5.2 the Buyer will be under no liability to make any payments under Condition 14 days. in respect of that purchase order or part of the purchase order which has beencancelled. 8.6 Subject to Condition 4.412, if Seller fails to fulfil in the event of non-delivery within 14 days, of the Goods following the service of a written notice by the Buyer shall be entitled to cancel under Condition 8.5 the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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. 4.4 . The Seller shall not be liable will have no liability for any delay in delivery of failure to deliver to the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay extent that such failure is caused by: (i) a Force Majeure Event or (ii) by the Buyer’s failure to provide the Seller with adequate instructionsdelivery 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, information, licences or authorisations the Seller shall have no liability whatsoever to enable the Goods or Services to be supplied on time (“Delivery Information”)Buyer for suchnon-delivery. 4.5 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 Delivery Information instructions, documents, licences or authorisations required to enable the Goods to be delivered on time delivery(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 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 for demurrage claims, wasted transport, storage and insurance). Following ; and/or 8.7.2 recover from the Buyer all wasted transport costs resulting from the Buyer’s refusal or failure to take delivery of the Goods when tendered for delivery; and/or 8.7.3 following written notice to the Buyer, Seller may also 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 Contract, having taken into account any charges related to the sale and any charges referred to in Conditions 8.7.1. and 8.7.2. 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise Seller agrees to deliver possession of the Vessel to Buyer at Closing in writing by New Orleans, Louisiana. At or before the partiestime 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 Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at such warranties being expressly WAIVED by Buyer. At the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery 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 of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability a condition for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods Closing and (b) the reasonable and proper all costs and expenses incurred by Buyer in associated with obtaining replacement goods any such certificates shall be the responsibility of similar description and quality in the cheapest market availableBuyer. Furthermore, less the Price of the relevant Goods. 4.4 Seller shall not be liable 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 Seller's possession within a reasonable time after Delivery, provided, however, the Seller's failure to deliver said Certificates and Documents shall not constitute a breach of this Agreement by Seller, nor shall such failure constitute grounds for any delay in delivery Buyer not to close this transaction. MAINTENANCE AND OPERATION During the period of time following receipt of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: Deposit by Seller until Closing (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”"Period"). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will Vessel shall be deemed in the full possession and, other than sale to have been delivered by a third party, at the due date and absolute disposal of Seller may charge Buyer for all related costs purposes and expenses (including for demurrage claimsunder its complete control in every respect. Seller shall, wasted transportduring said Period, storage take all reasonable steps to maintain the Vessel, her machinery, engines, equipment, appurtenances and insurance)spare parts in their current condition, ordinary wear and tear excepted. Following written notice INSPECTION During the Period, Buyer or its designee shall have the right at any reasonable time to Buyer, Seller may also sell any of inspect or survey 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 Vessel to satisfy itself that the Packages in which the Goods are delivered are returnable to Seller, Vessel is being properly maintained. Any and all costs or expenses associated with such Packages inspection shall be returned in accordance with the responsibility of and be paid by Buyer and Buyer agrees to indemnify, defend and hold harmless Seller any affiliate of Seller against any injuries, cost, or expenses arising from 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes inspection or other containers and palletssurvey.

Delivery. 4.1 5.1 Unless agreed otherwise in writing by the parties, Company offers all Goods are delivered FCA items “Free On Transport” (“Free carrier” as defined in INCOTERMS 2020®FOT”) at the place specified in the Order Confirmation. 4.2 Any dates quoted 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 specified in writing. This would be nominated as “Delivered to Door” (“DTD”) in the respective quotation or performance of Services are approximate only, and time of delivery Sales Order Agreement. 5.2 The Company is entitled to charge a fee for Delivery if it is not of specifically nominated as an inclusion in the essenceprice quoted in an official company quotation. 4.3 In the event of delay in delivery, Buyer shall give written notice 5.3 The Company is deemed to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 shall not be liable for any delay in delivery of the 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of have delivered the Goods when they are ready loaded on to the Purchaser’s nominated transport vehicle FOT or in the case of DTD made available for unloading at the Purchaser's nominated delivery point. 5.4 The Purchaser is responsible for unloading the Goods from the Company's delivery vehicle. 5.5 If the Goods are to be collected by the Purchaser from the Company's store Delivery occurs when the Goods are loaded on the Purchaser's vehicle. 5.6 The Company is not liable for any claims for non-fulfilment or late Delivery of Goods or for any loss or damage (including consequential loss or damage) suffered by the Purchaser arising from delay in delivery or failure to provide any Delivery Information deliver due to enable on time 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 will in one or more lots. Where delivery of the 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 of the goods, the Company shall 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 these Terms of Sale and the goods shall be chargeable at replacement value and no credit will be due on Packages for which a charge the Purchaser's risk from the time when the goods have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes loaded onto the Purchaser's collecting vehicle or other containers and palletsdelivered to the Purchaser's nominated delivery point (as the case requires).

Delivery. 4.1 Unless 5.1 Delivery takes place on agreed otherwise in writing 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 partiesSeller of the Purchase Order or the date on which the Seller is placed in possession of such information and drawings as may be necessary to enable him to start work on the Goods or the Services, all whichever may be the later. 5.3 Exceeding the completion deadlines for the execution of the Services or delivery dates of the Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified shall automatically result in the application of a penalty equal to 1% of the total amount of the Purchase Order Confirmationper 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. 4.2 Any dates quoted for 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 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 Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 shall not be liable for any delay in delivery of the 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery 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 ready for stored are properly insured against all the usual risks and notify the Buyer of such insurance cover. 5.6 If delivery or to provide any Delivery Information to enable on time deliveryis made before the delivery date specified in the Purchase Order, the Buyer may return the Goods will to the Seller at the Seller's risk and expense. 5.7 Each delivery must be deemed to have been delivered accompanied by details of the due date exact quantity 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 description of the Goods at and/or the best price reasonably obtainable in Services performed. Shipping documents stating the circumstances and charge Buyer relevant Purchase Order number for any shortfall below each shipment must be sent by regular mail or email to the Price 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 under are invoiced by the ContractSeller 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). 4.6 If Seller's delivery note 5.8 Delivery is completed only if the agreed Goods or package labelling states that the Packages in which the Goods Services are delivered are returnable to Seller, such Packages shall be returned in their entirety in accordance with the 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 event such instructions. document has been modified. 5.10 If such Packages are the Seller is in the position of being able to supply some but not so returned they will all of its customers, the Buyer shall be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by given priority over all other of the Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets's customers.

Delivery. 4.1 Unless 6.1 Except as otherwise agreed otherwise by both parties in writing by the parties, all Goods are delivered FCA EXW (“Free carrier” ex works) Seller’s manufacturing plant stated in the relevant purchase order. EXW (ex works) is as defined in INCOTERMS 2020®2010. The Buyer will provide at its expense adequate and appropriate equipment and manual labour for loading or off-loading (as appropriate) at the place specified in the Order ConfirmationGoods. 4.2 Any 6.2 All delivery dates quoted 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 of the Goods or performance of Services dates and/or times are approximate onlyspecified, and time delivery will be within a reasonable time. Time of delivery is will not be of the essence. 4.3 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 for the account of the Buyer and will be added to the Prices and invoiced in accordance with Condition 13.2. 6.5 Any delay in delivery will not entitle the 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 of delay in deliverythe second attempt also fails, due to a reason attributable to the Seller, the Buyer shall give 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 14 daysthat 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 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 4.411, if Seller fails to fulfil in the event of non-delivery within 14 days, of the Goods following the service of a written notice by the Buyer shall be entitled to cancel under Condition 6.5 the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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. 4.4 Seller shall not be liable for any delay in delivery of . If the Goods or Services where Buyer failed fails to provide written notice of non-delivery in accordance with Condition 4.3 or 6.5, the Seller shall have no liability whatsoever to the Buyer 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 such non-delivery and the Goods or Services to Buyer shall be supplied on time (“Delivery Information”)liable for the Price of the Goods. 4.5 6.7 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 Delivery Information instructions, documents, licences or authorisations required to enable the Goods to be delivered on time delivery(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 may: 6.7.1 store or arrange for storage of the Goods until actual delivery or sale in accordance with Condition 6.7.2 and charge the Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following ; and/or 6.7.2 following written notice to the Buyer, Seller may also 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 Contract, having taken into account any charges related to the sale and any charges referred to in Condition 6.7.1. 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless otherwise agreed otherwise 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 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 partiesParties. 4.8 Supplier shall supply, together with the delivery, all Goods are delivered FCA necessary documents needed for Products usage (“Free carrier” as defined in INCOTERMS 2020®) at the place for example, user, technical and installation manuals, warranties, etc.). 4.9 Where not otherwise specified in the Order Confirmationwriting, carriage of Products shall be fully at Supplier's own risk and expense. 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 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 MARELLI, MARELLI shall have, in its sole discretion, the right to procure elsewhere, at any time, in whole or in part, the Products ordered, at Supplier’s cost and risks, with the sole obligation of notifying Supplier. 4.11 In any case and without prejudice to any further right or remedy, MARELLI shall have the right, but not the obligation, to charge to Supplier an amount equal to 1.5% of the total value of the delayed Products shipments for every 5 business days of delay, provided that the maximum amount of such additional charges, applicable from time to time to any single delay in delivery, Buyer shall give written notice to Seller requiring may not exceed 10% of the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for value of the undelivered Goods Products. This amount represents a simple estimate of the damage agreed in advance by MARELLI and (b) by Supplier and shall not preclude the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality right to MARELLI to claim compensation for any further damage and, in the cheapest market availablecase of exceeding this amount, less the Price of the relevant Goodsto terminate, with immediate effect, by simple communication, this Agreement. 4.4 Seller shall not be liable for any delay in delivery of the 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 3.1 Unless agreed otherwise in writing writing, delivery of Goods from BIB to the Buyer shall always take place in accordance with the Incoterm Ex Works, hereinafter: 'EXW' (or: warehouse Roermond or Oss) as referred to in the Incoterms version 2020 of the International Chamber of Commerce (ICC). 3.2 Unless otherwise agreed in writing, the transport costs for the carriage of Goods from delivery shall be borne by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order ConfirmationBuyer. 4.2 Any dates quoted for 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 performance 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 Services 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 onlyand are not deadlines. 3.5 BIB is entitled to make partial deliveries and to invoice the Buyer separately for each partial delivery. In case of cross-border deliveries, in deviation from article 73 section 2 and time section 3 of the Vienna Sales Convention, each delivery is not to be regarded as a separate contract. 3.6 Deliveries in excess or short of the essenceagreed number of Goods shall be permitted at a rate of 10%. The excess or shortfall of the number delivered shall be charged or settled respectively. 4.3 3.7 In the event of a delay in deliverydelivery due to circumstances of any kind, Buyer shall give written notice to Seller requiring the delivery period will be extended by the duration of the delay. BIB will inform the Buyer in good time of any delay. A delay in delivery does not give the Buyer the right to be made within 14 days. Subject terminate the contract in whole or in part, to Condition 4.4suspend his obligations towards BIB, if Seller fails or to fulfil the delivery within 14 days, claim damages. 3.8 The Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 shall not be liable for any delay in delivery of the 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails obliged to take delivery of the Goods at the moment when they are ready for delivered to him or at the moment when they are made available to him in accordance with the Agreement. If the Buyer has not taken delivery at the agreed time or agreed place, or fails to provide any Delivery Information to enable on time information or instructions necessary for delivery, the Goods will be deemed stored at the risk of the Buyer. In such case BIB shall be entitled to have been delivered by charge both the due date and Seller may charge Buyer for all related agreed costs and expenses all additional costs (including for demurrage claims, wasted transport, in any case storage and insurance). Following written notice costs) to Buyer, Seller may also sell any of the Goods Buyer 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 time the Goods are delivered are returnable or made available 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsthe Buyer.

Delivery. 4.1 Unless The Seller will endeavour to dispatch Goods on an agreed otherwise in writing by the partiesdelivery date. However, all Goods delivery times quoted are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at estimates only. Time of delivery shall not be of the place specified in essence of the Order Confirmationcontract. 4.2 Any dates quoted for If the Seller fails to 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 on the basis that the Buyer has no claim against the Seller for delay (including indirect or performance of Services are approximate onlyconsequential loss, and time of delivery is not or increase in the price of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 Unless otherwise agreed in writing the Seller shall not be liable for any delay in delivery of may deliver the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that instalments over a maximum 12-month period. Each instalment is caused by: (i) treated as a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”)separate contract. 4.5 The Seller may deliver the Goods in quantities of 10% more or less than the quantity ordered and charge the Buyer for the quantity actually delivered. 4.6 If short delivery occurs the Buyer refuses or may not reject the Goods but shall accept the Goods as part performance of the contract, and a pro-rata adjustment to the price shall be made. 4.7 If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when they the Goods are ready for delivery or to provide any Delivery Information to enable on time deliverydispatch, the Seller shall be entitled to store and insure the Goods will be deemed and to have been delivered by charge the due date Buyer the reasonable costs of doing so. 4.8 If the Seller fails to deliver for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault and the Seller may charge Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice is accordingly liable to the Buyer, Seller may also sell any the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer of similar Goods at the best price reasonably obtainable (in the circumstances and charge Buyer for any shortfall below cheapest available market) to replace those not delivered over the Price price of the Goods under the ContractGoods. 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise Time, quality, and quantity are of the essence in writing by each Order and Buyer may cancel the partiesOrder or reject the Goods and/or return at Seller's expense any delivery (in whole or in part) of Goods not in conformity with the time, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place quality, and/or quantity specified in the Order Confirmationor Specifications. 4.2 Any dates quoted for Delivery times specified are times of delivery of the Goods or performance at Buyer's designated place of Services are approximate only, and time of delivery is not of the essencedelivery. 4.3 In the event absence of delay specific instructions contained in deliverythe Order or Specifications, Buyer Seller shall give written notice to pack, label, and ship all Goods in a commercially reasonable manner selected by Seller requiring and approved by Buyer, which will ensure timely, safe, and conforming delivery and the delivery to be made within 14 dayslowest transportation cost. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer All shipments shall be entitled to cancel the Order. Seller’s liability for such non-F.O.B. Buyer's plant or other designated place of delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred specified by Buyer in obtaining replacement goods of similar description and quality the Order or otherwise in the cheapest market available, less the Price of the relevant Goodswriting. 4.4 Seller shall not be liable for will inform Buyer promptly of any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay circumstance that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure expected to provide result in any delivery time, quality, and/or quantity not specified by Buyer and also of corrective measures that Seller with adequate instructions, information, licences or authorisations is taking to enable minimize the Goods or Services to be supplied on time (“Delivery Information”)effect of such circumstance. 4.5 If Buyer refuses or fails to take In the event of tendered delivery of not in compliance with the Goods when they are ready for delivery or to provide any Delivery Information to enable on time deliverytimes, the Goods will be deemed to have been delivered quality, and/or quantities specified 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, unless Seller may also sell any has received notice of the rejection or cancellation from Buyer, then Seller will ship conforming Goods at the best price reasonably obtainable earliest possible moment and by the fastest practicable and available means, but without any increase in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contractcosts to Buyer. 4.6 If SellerAll Goods received are subject, at Buyer's option, to inspection by Buyer or Buyer's designee within a reasonable time after delivery note to Buyer's plant or package labelling states designated place of delivery. Notwithstanding the foregoing, Seller acknowledges that the Packages in which final inspection may not occur until the Goods are delivered are returnable to SellerBuyer's plant. Payment by Buyer for any Goods does not constitute acceptance, such Packages and neither inspection nor payment shall be returned in accordance with such instructionsrelieve Seller of its responsibility to furnish conforming Goods. If such Packages are not so returned they will be chargeable at replacement value Terms and no credit will be due on Packages Conditions for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers Purchase and pallets.Sale of Goods - Revised 10-5-2007 4

Delivery. 4.1 Unless agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 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 Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s sole liability and Buyer’s exclusive remedy for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) reimbursing Buyer for the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in quality, at the cheapest lowest available market availableprice, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.with

Delivery. 4.1 Unless agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, 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 Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 Company shall not be liable for any loss suffered by the Buyer arising from any delay in the delivery of the 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 Goods or Services to be supplied on time (“Delivery Information”)Goods. 4.5 If 4.2 The Buyer refuses or fails shall make all arrangements necessary to take delivery of the Goods when whenever they are tendered for delivery and the Buyer shall not be entitled to refuse to accept and/or receive late delivery of the Goods 4.3 Time for delivery shall not be of the essence unless previously agreed by the Company in writing and it is agreed that the Buyer 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 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 or to provide any Delivery Information to enable on time delivery, of the Goods will be deemed or fails to have been delivered give adequate delivery instructions before or at the Delivery Date (otherwise than by reason of the due date Company’s fault); and (b) collect the Goods on the expiry of the seventh day following notification of readiness for despatch then without prejudice to any other right or remedy available to the Company it may:- (a) store the Goods until actual delivery and Seller may charge the Buyer for all related the reasonable costs and expenses (including for demurrage claims, wasted transport, storage transportation and insurance). Following written notice to Buyer, Seller may also ) of storage; or (b) treat the Contract as repudiated and sell any of the Goods at the best price reasonably readily obtainable in and (after deducting all reasonable storage and selling expenses) account to the circumstances and Buyer for the excess over the Price or charge the Buyer for any shortfall below the Price 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 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 Goods under and the Contract.Buyer shall be deemed to have accepted the Goods 4.6 If Seller's delivery note or package labelling states that 4.7 The Buyer shall be responsible for obtaining all necessary licenses and permissions for the Packages in which import and use of the Goods are delivered are returnable to Sellerinto the country of destination 4.8 Save as otherwise provided in writing, such Packages in respect of export orders, any stated Delivery Dates shall be returned commence only upon receipt of a letter of credit complying in accordance all respects 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsthe Company’s requirements.

Delivery. 4.1 Unless 6.1 Delivery takes place on agreed otherwise in writing INCOTERMS (ICC INCOTERMS 2000). If no INCOTERMS terms 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 partiesSeller of the Purchase Order or the date on which the Seller is placed in possession of such information and drawings as may be necessary to enable him to start work on the Goods or the Services, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at whichever may be the place specified in the Order Confirmationlater. 4.2 Any dates quoted for 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 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 Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 shall not be liable for any delay in delivery of the 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery 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 ready for stored are properly insured against all the usual risks and notify the Buyer of such insurance cover. 6.5 If delivery or to provide any Delivery Information to enable on time deliveryis made before the delivery date specified in the Purchase Order, the Buyer may return the Goods will to the Seller at the Seller's risk and expense. 6.6 Each delivery must be deemed to have been delivered accompanied by details of the due date exact quantity 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 description of the Goods at and/or the best price reasonably obtainable in Services performed. Shipping documents and a separate invoice stating the circumstances and charge Buyer relevant Purchase Order number for any shortfall below each shipment must be sent by first class mail to the Price 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 under are invoiced by the ContractSeller 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. 4.6 If Seller's delivery note 6.7 Delivery is completed only if the agreed Goods or package labelling states that the Packages in which the Goods Services are delivered are returnable to Seller, such Packages shall be returned in their entirety in accordance with the 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 event such instructions. document has been modified. 6.9 If such Packages are the Seller is in the position of being able to supply some but not so returned they will all of its customers, the Buyer shall be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by given priority over all other of the Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets's customers.

Delivery. 4.1 Unless agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 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 Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s sole liability and Buyer’s exclusive remedy for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) reimbursing Buyer for the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in at the cheapest lowest available market availableprice, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless otherwise agreed otherwise between MARELLI and Supplier, Supplier shall deliver, and MARELLI shall accept, the Products in accordance to the terms and standards, defined in the International Commercial Terms (Incoterms 2020) of the International Chamber of Commerce as designated and specified in the Purchase Order. 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 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 partiesParties. 4.8 Supplier shall supply, together with the delivery, all Goods are delivered FCA necessary documents needed for Products usage (“Free carrier” as defined for example, user, technical and installation manuals, warranties, etc.). 4.9 Where not otherwise specified in INCOTERMS 2020®) writing, carriage of Products 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 MARELLI, MARELLI shall have, in its sole discretion, the Order Confirmationright to procure 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. 4.2 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 4.11 In the event of delay any actual or potential supply disruption, the Supplier must immediately provide at least the following information: 1) Impacted parts including part numbers 2) Current coverage in deliveryyour stock 3) The extent of expected impact to MARELLI, Buyer shall give written notice 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 non-conforming delivery may result in damages to MARELLI beyond the 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 Customers for its missed, delayed or non- conforming delivery and agrees that as all such costs may be charged to Seller requiring by MARELLI. MARELLI reserve all rights to recovery any additional costs, expenses, expenses, damages, losses, including lost profits as well as other costs that Marelli has or may incur due to any breach by your company. 4.12 In any case and without prejudice to any further right or remedy, MARELLI shall have the delivery right, but not the obligation, to be made within 14 days. Subject charge to Condition 4.4Supplier an amount equal to 1.5% of the total value of the delayed Products shipments for every 5 business days of delay, if Seller fails provided that the maximum amount of such additional charges, applicable from time to fulfil time to any single delay may not exceed 10% of the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for value of the undelivered Goods and (b) the 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 Products. This amount represents a simple estimate of the relevant Goods. 4.4 Seller damage agreed in advance by MARELLI and by Supplier and shall not be liable preclude the right to MARELLI to claim compensation for any delay in delivery of the Goods or Services where Buyer failed further damage and, to provide written notice in accordance terminate, 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 instructionsimmediate effect, informationby communication, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”)this Agreement. 4.5 If Buyer refuses or fails to take delivery of the 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise 2.1 Time is of the essence of the Order. Delivery shall not be deemed complete until Strato, Inc, (“Buyer”) or ▇▇▇▇▇’s agent has actually received and taken possession of goods, notwithstanding any agreement to pay freight or other related charges. Seller will promptly notify Buyer in writing if Seller anticipates difficulty in complying with a required delivery date and will use all commercially reasonable efforts to meet the required delivery date. Buyer may, at its discretion, deem goods delivered after the required delivery date or outside of the delivery schedule to be nonconforming and may either return such goods to Seller, at Seller’s expense and risk, for full credit; agree to a revised delivery schedule; or cancel the Order or remainder thereof without liability, purchase the goods elsewhere, and charge Seller with any loss incurred through Seller’s failure to meet the delivery schedule. Acceptance by ▇▇▇▇▇ of a later delivery of either the whole or part of the Order shall not constitute a waiver of Buyer’s claim for any direct and/or indirect damages which the late delivery may have caused. 2.2 Seller shall suitably ▇▇▇▇, ▇▇▇▇ and ship the goods in accordance with standards and norms for the types of materials being shipped and in accordance with the requirements of the carrier transporting the goods and shall assure delivery free of damage and deterioration. In addition, Seller shall comply with any packing, marking or shipping instructions provided by the partiesBuyer. Buyer shall not be charged for packing, all Goods are delivered FCA marking or shipping unless same is agreed to with the Seller and is separately itemized on the Face of the Order. Buyer’s order number must appear on the container, the packing list, invoice and correspondence relating to the Order. Two copies of the packing list (“Free carrier” as defined in INCOTERMS 2020®which provides the quantity and description of the goods contained therein) at shall be placed within the place specified in the Order Confirmationcontainer. 4.2 Any dates quoted 2.3 Unless otherwise stated by Buyer on the Face of the Order, for US shipments: (a) Seller shall arrange for freight pursuant to Buyer’s instructions; (b) Buyer shall pay for freight on a collect basis; and (c) title to and risk of loss for all goods shall remain with Seller until delivery of the Goods goods to Buyer’s facility or performance of Services are approximate only, and time of delivery is not such other destination specified by Buyer. Unless otherwise stated by ▇▇▇▇▇ on the Face of the essence. 4.3 In the event Order, for international shipments, delivery of delay in delivery, Buyer goods shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice FOB named port in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Incoterms 2000. 2.4 Buyer’s failure at any time to provide require strict performance by Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the 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 provisions herein shall not waive or diminish Buyer’s right thereafter to demand strict compliance therewith or with any shortfall below the Price other provisions. Waiver of the Goods under the Contractany default shall not waive any other default. 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless 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 otherwise in writing and understood by the partiesparties 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 Goods are units required to be delivered FCA pursuant to such Purchase Orders upon any particular delivery date to Buyer's dock within the ten-day period following the respective delivery date (“Free carrier” as defined in INCOTERMS 2020®) at provided the place specified in the Order Confirmation. 4.2 Any dates quoted for cause of such delivery of the Goods or performance of Services are approximate only, and time of delivery failure is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice attributable to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred 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 obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed order to provide written notice deliver Products in accordance with Condition 4.3 or for any delay that is caused by: (ia then-effective Purchase Order) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”)may result in Buyer terminating this Agreement under Section 2.2. 4.5 If Buyer refuses or fails to take delivery of the 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise (a) Each bulk Concentrate shipment shall be delivered by Seller to Buyer FCA Hazesa Terminal, Manzanillo via the Buyer’s TMC warehouse in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order ConfirmationManzanillo. 4.2 Any dates quoted for delivery (b) For purposes of the Goods or performance Freight Credit, the Buyer is responsible for discharge of Services are approximate only, Concentrates from the carrying vessel’s hold(s) and time of delivery is not shall arrange and shall pay for all costs associated with discharge. (c) For purposes of the essence. 4.3 In Freight Credit, the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, carrying vessel used by Buyer shall be entitled to cancel classified highest Lloyd’s registration or equivalent and shall be no more than fifteen (15) years of age (provided, however, that if the Order. age of the nominated vessel exceeds fifteen (15) years, Buyer will accept a vessel with an age of no more than twenty (20) years, provided that all additional cargo insurance caused by the age being above fifteen (15) years shall be for the Seller’s liability 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 such non-delivery will the performance of normal grab discharge and/or the use of payloaders in holds. Spout trimming must be limited 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 extra expenses incurred in discharging by reason of stowage in excepted places shall be 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. (ad) refunding any sums which For purposes of the Freight Credit, Buyer has paid for responsibility to deliver Concentrate to the undelivered Goods and (b) port of discharge nominated by Dowa at Buyer’s own costs, even in case of loss or damage to the reasonable and proper costs and expenses incurred Concentrate or expense, if caused by Buyer in obtaining replacement goods insolvency or financial default of similar description and quality in the cheapest market availableowners, less the Price managers, charterers, or operators of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the 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) 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 same vessel at the Akita port, (i) In case of the Concentrate being discharged after the completion of discharge of such other cargo, laytime shall commence two (2) hours later after discharge completion of such cargo unless sooner commenced. (ii) Buyer’s failure to provide Seller In the case of combined shipment with adequate instructionsother cargoes, information, licences or authorisations to enable laytime shall be calculated based on the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the 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 total quantity discharged at the best price reasonably obtainable in the circumstances Akita port 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 proportionally allocated based on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsthe ▇▇▇▇ of Lading quantities.

Delivery. 4.1 Unless agreed otherwise in writing by 3.1 Delivery shall occur when the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) arrive at the place specified in delivery address or 2 working days after delivery or collection is offered to the Order Confirmation.Buyer 4.2 Any dates quoted for 3.2 If the Buyer fails to take or make arrangements to accept delivery of or collect the Goods or performance if the Company is unable to deliver due to inadequate access or instruction, delivery shall be deemed and The Company may do any one or more of Services the following (without prejudice to any other right or remedy the Company may have):- (a) make additional charges for failed delivery (b) store the Goods at the Buyers risk and cost (c) invoice the Buyer for the Goods (d) suspend or terminate this contract without liability on the Companies part (e) recover from the Buyer all costs and losses incurred by the Company 3.3 Delivery dates are approximate given in good faith but are estimates only, . Time for delivery shall not be of the essence of the contract and time of delivery while every reasonable effort will be made to comply with such date compliance is not of guaranteed and the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice have no right to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled damages or to cancel the Orderorder for failure by any cause to meet any delivery date stated 3.4 Standard lead times vary according to product. Seller’s liability for such non-delivery Time estimates will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 revised on receipt of the relevant Goodsorder and times will not run until we are in receipt of all information required from the Buyer including written approvals as requested by the Company. 4.4 Seller 3.5 The Company shall not be liable for any damages whatsoever whether direct or indirect (including for the avoidance of doubt any liability to any third party) resulting from any delay by the Company in delivery of the 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 deliver the Goods or Services in a reasonable time 3.6 The Company reserves the right to be supplied on time (“Delivery Information”)make delivery by instalments and tender a separate invoice in respect of each instalment. Any claim which the Buyer may have in respect of one instalment shall not affect the Buyers liability in respect of any other instalment and shall not entitle the buyer to treat any other related contract as repudiated. 4.5 If 3.7 Where the Buyer refuses or fails to take requires delivery of the Goods when they are ready for by instalments, rescheduling requires the Company’s written agreement and will not be possible unless at least 3 month’s written notice is provided and so agreed. Each delivery or to provide any Delivery Information to enable on time delivery, the Goods will be deemed to have been delivered shall constitute a separate contract and failure by the due date and Seller may charge Buyer for to pay the agreed price in respect of any instalment shall entitle the Company to treat any other related contract as repudiated in addition to any other rights of the Company pursuant to these Conditions 3.8 The Buyer will indemnify the Company in respect of all related losses damages costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any incurred as a result 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 the Buyers 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing by For dock delivery, included with the partiesFinal Offtake Nomination VMSC is to provide Seller all necessary shipping instructions, all Goods are delivered FCA including without limitation, the identity and quantity of the Product and the tentative arrival date(s) (“Free carrier” Arrival Notice”). Upon receipt of VMSC’s shipping instructions, Seller will advise VMSC as defined in INCOTERMS 2020®) at to the place specified in specific dock for delivery. If Seller will not be able to deliver VMSC’s product on the Order Confirmation. 4.2 Any dates quoted for delivery communicated arrival date, Seller will advise as to the earliest time when VMSC’s product may be delivered over the dock. VMSC will use commercially reasonable efforts to ensure that confirmation of the Goods or performance of Services are approximate only, arrival date and time of delivery is not a vessel will be communicated to Seller by VMSC’s carrier at intervals of at least 24 and 12 hours in advance of the essence. 4.3 In anticipated date and time of arrival of the event vessel. Such communication may be effected by telephone, e-mail or facsimile. The following represents Buyer’s non-binding estimation of delay in delivery, Buyer shall give written notice to Seller requiring the delivery ratable loading schedule for those products to be made within 14 daysdelivered via the Refinery docks and are included in the volumes set forth on Schedule 2.6. Subject [***] BPD RUL • [***] barrel vessel arriving approximately every [***] days [***] BPD LCO • [***] barrel vessel arriving approximately every [***] days [***] BPD SRD • [***] barrel vessel day 1 and every [***] days thereafter • [***] barrel vessel day 3 and every [***] days thereafter • [***] barrel vessel day 6 and every [***] days thereafter Seller agrees to Condition 4.4exercise reasonable diligence to provide a safe berth at its owned facilities to which vessels may proceed, if at which they may lie, at which they may discharge, and from which they may depart always safely afloat at all stages of the tide. Seller fails also agrees to fulfil the delivery within 14 daysprovide free and maintain in good working order, Buyer shall be entitled to cancel the Order. all of Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 shall not be liable for any delay in delivery of the 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the 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 facilities (including hoses, pipelines, and tankage, as well as labor and supervision) necessary on shore for demurrage claims, wasted transport, storage and insurance)loading. Following written notice to Buyer, Seller may also sell any of Product Bbls/day Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun RUL [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] PUL [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] LCO [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] SRD [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] RUL [***] [***] [***] RUL Ultra Low Sulfur [***] [***] [***] Jet Fuel [***] [***] [***] Light Cycle Oil (LCO) [***] [***] [***] High Sulfur No. 2 Oil Blendstock (SRD) [***] [***] [***] Butane/Butylene [***] [***] [***] Poly C4 [***] [***] [***] Normal Butane [***] [***] [***] LPG Mix [***] [***] [***] Propane/Propylene [***] [***] [***] High Sulfur Slurry [***] [***] [***] Low Sulfur Atmospheric Tower Bottoms [***] [***] [***] Ammonium Thiosulfate [***] [***] [***] July 2008 n/a n/a August 2008 n/a n/a September 2008 n/a n/a October 2008 n/a n/a November 2008 n/a n/a December 2008 n/a n/a January 2009 n/a n/a February 2009 Reformer (10-day outage) LRU (10-day outage) ▇▇▇▇ Unit (17-day outage) Exact days are TBD No effect on Product availability provided that naptha can be exported from 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 refinery March 2009 n/a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.n/a April 2009 n/a n/a May 2009 n/a n/a June 2009 n/a n/a

Delivery. 4.1 Unless agreed otherwise 7.1. The Goods shall be delivered in writing by accordance with the partiesterms stated overleaf. Where the terms of delivery are not stated overleaf, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any dates quoted for then delivery of the Goods or performance of Services 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 approximate onlyready for collection or, and time of if some other place for delivery is not of agreed by the essenceSeller, by the Seller delivering the Goods to that place. 4.3 In 7.2. The date for delivery as stated overleaf is only an estimate and the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in writing. The Goods may be delivered or Services where Buyer failed shipped by the Seller in advance of the date of delivery stated overleaf on giving reasonable notice to provide written notice 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 Condition 4.3 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 delay that is caused by: (i) a reason other than any cause due to Force Majeure Event or (ii) the Buyer’s failure fault, and the Seller is accordingly liable to provide Seller with adequate instructionsthe Buyer, information, licences or authorisations the Seller’s liability shall be limited to enable the Goods or Services excess (if any) of the cost to be supplied on time the Buyer (“Delivery Information”)in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods. 4.5 7.5. If the Buyer refuses or fails to take delivery of the Goods when they are ready for or fails to give the Seller adequate delivery instructions prior to delivery (otherwise than by reason of the Seller’s fault) then, without limiting any other right or remedy available to provide any Delivery Information to enable on time deliverythe Seller, the Seller may: (a) store the Goods will be deemed to have been delivered by until actual delivery and charge the due date and Seller may charge Buyer for all related the reasonable costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also ) of storage; or (b) sell any of the Goods at the best price reasonably readily obtainable in and (after deducting all reasonable storage and selling expenses) account to the circumstances and Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the Price of the Goods price 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 4.1. Unless agreed otherwise specified in writing by the partiesEaton, all Goods are delivered FCA delivery shall be made: 4.1.1. for road freight and parcel deliveries, CPT (“Free carrier” as defined in INCOTERMS 2020®Incoterms 2010) at the place specified Buyer’s warehouse; or 4.1.2. for ocean and air freight deliveries, FCA (Incoterms 2010) at the origin loading port or warehouse as agreed between the Parties in the Order Confirmationwriting. 4.2 Any 4.2. As notified to the Buyer any dates quoted for delivery of the Goods or performance of Services Supplies are approximate only, only and time of delivery is may not be made of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 daysessence by notice. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 Eaton shall not be liable for any delay in delivery of the Goods Supplies howsoever caused. If no delivery dates are specified, delivery will be within a reasonable time. 4.3. If Eaton is satisfied that the Supplies have been short delivered, Eaton shall at its option: 4.3.1. make up any short delivery by dispatching to the Buyer such Supplies as Eaton is satisfied were not delivered; or 4.3.2. allow the Buyer credit in respect thereof 4.4. ▇▇▇▇▇'▇ liability shall be limited to making up the delivery or Services where Buyer failed allowing credit as above. 4.5. Where the Supplies are to provide written notice be delivered in instalments, each delivery shall constitute a separate contract and defective delivery by Eaton of any one or more of the instalments in accordance with Condition 4.3 or these Terms shall not entitle the Buyer to treat these Terms as a whole as repudiated. 4.6. If Eaton fails to deliver the Supplies for any delay that reason (other than the Buyer's fault) and Eaton is caused by: accordingly liable to the Buyer, ▇▇▇▇▇'▇ liability shall be limited to the excess (iif any) a Force Majeure Event or of the cost to the Buyer (iiin the cheapest available market) Buyer’s failure of similar goods to provide Seller with adequate instructions, information, licences or authorisations to enable replace those not delivered over the Goods or Services to be supplied on time (“Delivery Information”)price of the Supplies. 4.5 4.7. If the Buyer refuses or fails to take delivery of the Goods when they are ready Supplies or fails to give Eaton 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 ▇▇▇▇▇'▇ fault) then, without prejudice to provide any Delivery Information other right or remedy available to enable Eaton, Eaton may: 4.7.1. require payment on time deliveryany reasonable basis, including but not limited to the Goods will be deemed to have been delivered by selling price, and any additional expenses, or costs resulting from such a delay 4.7.2. store the due date Supplies until actual delivery at the sole cost and Seller may risk of the Buyer and charge the Buyer for all related the reasonable costs and expenses (including for demurrage claims, wasted transport, storage handling and insurance)) of storage; or 4.7.3. Following written notice to Buyer, Seller may also sell any of the Goods Supplies at the best price reasonably readily obtainable in and (after deducting all reasonable storage and selling expenses) account to the circumstances and Buyer for the excess over the price under these Terms or charge the Buyer for any shortfall below the Price price under these Terms; and 4.7.4. payment of any amounts contemplated in clauses 4.7.1, 4.7.2 or 4.7.3 shall be due by the Buyer within thirty (30) days from the date of Eaton´s invoice. 4.8. If Eaton holds any of the Goods under Supplies contemplated in clause 4.7 on the ContractBuyer’s behalf in excess of three (3) months from the the time stated for delivery, Eaton shall be entitled to terminate the agreement in respect of such Supplies. In the event that any part of the price for such Supplies was paid by the Buyer prior to such termination, Eaton shall repay such amounts after deducting all costs incurred by Eaton in respect of such Supplies prior to termination. 4.6 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable 4.9. The Buyer shall not refuse to Sellerreceive Supplies due to minor defects. 4.10. Buyer shall provide any information and documents required for export, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value transport and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsimport purposes.

Delivery. 4.1 a) Unless agreed otherwise in writing 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 partiesPURCHASER. 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 Goods necessary permits and licenses have been obtained for the storage of the goods. d) Where goods are delivered FCA (“Free carrier” as defined to the nominated, the SUPPLIER shall be deemed to have delivered the goods in INCOTERMS 2020®) at accordance with the place specified in Agreement if it obtains a receipt or signed delivery docket for the Order Confirmationgoods from a person authorised to accept the goods on behalf of the PURCHASER. 4.2 Any dates quoted for e) If the nominated address is unattended or if delivery cannot otherwise be affected or the goods cannot be dispatched due to any act, matter or thing beyond the control of the Goods or performance of Services are approximate onlySUPPLIER, the SUPPLIER must promptly advise the PURCHASER and time of delivery is not deliver the goods in accordance with the directions of the essencePURCHASER. 4.3 In f) If the event parties agree in writing, the SUPPLIER may supply goods and/or services in instalments and these Terms & Conditions of delay in delivery, Buyer Sale shall apply to each and every supply of goods and/or services. g) The SUPPLIER must deliver the goods by the date for supply of goods and/or services agreed between SUPPLIER and the PURCHASER. h) The SUPPLIER must immediately give written notice to Seller requiring the PURCHASER upon becoming aware that an event may cause a delay to the delivery to be made within 14 days. of goods by the date of supply of goods and/or services. i) Subject to Condition 4.4clause 10, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel SUPPLIER must compensate the Order. Seller’s liability PURCHASER for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and or expenses incurred by Buyer in obtaining replacement goods as a result of similar description and quality a delay in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any goods and/or services. For the avoidance of doubt delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s shall include failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the 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 meet identified Milestones as detailed in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contractpurchase order. 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing by the parties, all 8.1 If Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 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 Seller requiring the delivery to be made within 14 days. Subject delivered by Resolution IT to Condition 4.4the Customer, if Seller fails to fulfil the delivery within 14 days, Buyer such Goods shall be entitled delivered to cancel the location set out in the Order. Seller’s liability for Unless it is otherwise agreed in writing, such non-delivery will Goods shall be limited delivered by any means chosen by Resolution IT and Resolution IT shall not be under any obligation to (a) refunding any sums which Buyer has paid for provide personnel, plant or power to assist the undelivered Goods and (b) the 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 unloading of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of 8.2 If the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that Customer 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails unable to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time deliveryGoods, 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 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 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 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 accepted the Goods at accordingly. If 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 SellerCustomer establishes to Resolution IT's delivery note or package labelling states reasonable satisfaction that the Packages in which the Goods are delivered are returnable to Seller, such Packages shall be returned not in accordance with such instructions. 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 the Goods. 8.6 If such Packages the Goods are lost or damaged in transit the Customer shall notify both Resolution IT and the carrier of the loss or damage within two Working Days of the delivery. 8.7 Resolution IT shall not so returned they will be chargeable responsible for the installation of Goods, Rented Equipment or Loaned Equipment at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsthe Customer’s site under the terms of this Supplement.

Delivery. 4.1 Unless The Supplier shall deliver the Goods to the Delivery Location during Get Living’s normal business hours on the Delivery Date, or on such other date as agreed otherwise in writing by with Get Living. In the partiesevent that the Supplier has failed to deliver the Goods within 7 days of the Delivery Date (or such other date as agreed with Get Living), all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in Get Living may rescind the Order Confirmationand, to the extent relevant, Supplier shall refund the Charges in respect of those Goods. 4.2 Any dates quoted for delivery 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 Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel completed on the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods completion of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the 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 unloading of the Goods at the best price reasonably obtainable Delivery Location. 4.3 Where it is agreed by Get Living in writing and in advance that the circumstances Goods may be delivered by instalments, they may be invoiced and charge Buyer paid for any shortfall below the Price 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 ContractSupplier 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 Seller's the Supplier requires Get Living to return any packaging materials to the Supplier, that fact must be clearly stated on the delivery note or package labelling states that accompanying the Packages relevant Delivery, and any such returns shall be at the Supplier’s expense. 4.7 Risk in which the Goods are delivered are returnable shall pass to Seller, such Packages shall be returned Get Living on completion of Delivery in accordance with such instructionsclause 4.2. If such Packages are not so returned they will be chargeable at replacement value and no credit will be due Title in the Goods shall pass to Get Living on Packages payment by Get Living for which a charge the Goods. This clause 4.7 is without prejudice to the rights of rejection that Get Living may have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsunder this Agreement.

Delivery. 4.1 Unless 9.1 Delivery relies on prompt receipt of all payments, forms and proofs. It is the Buyer’s responsibility to send/return these in good time. 9.2 The Seller aims to dispatch an order 20 working days from receipt of the final proof. The Consumer Rights Act states that legally there is a default delivery period of 30 days during which the Seller needs to deliver the goods to the Buyer unless the Buyer has been notified of a longer timescale. If the Goods are not delivered within this time, a full refund will be given. 9.3 No specific delivery date can be agreed otherwise unless in writing from the Seller. 9.4 The Seller shall use its reasonable endeavours to meet any (non default) date agreed for delivery. In any event that delivery shall not be made by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at agreed date the place specified in the Order Confirmation. 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 Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 shall not be liable for any delay in losses, costs, damages or 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 problem the Buyer will be contacted immediately. 9.6 Delivery of the Goods or Services where shall be made to the Buyer's address specified on the order form and the order confirmation email. The 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 shall make all the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails arrangements necessary to take delivery of the Goods when whenever they are ready tendered for delivery. Once the first delivery or to provide any Delivery Information to enable on time deliveryattempt has been made, 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 redelivery of the 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 best price reasonably obtainable in time any delivery attempts are made. 9.7 The Consumer Rights Act means the circumstances and charge Buyer Seller is responsible for any shortfall below the Price condition of the Goods under goods until the Contract. 4.6 goods are received by the Buyer, or by someone else you have nominated to receive them on their behalf. If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable arrived damaged, the Buyer is entitled to replacements only. These goods must be returned to the Seller, such Packages shall be returned in accordance with such instructions. If such Packages are not so returned they postage costs will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made covered by the Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 5.1 Delivery periods shall only be binding if expressly agreed in writing. Unless otherwise agreed otherwise in writing the Contract, delivery periods shall begin on the effective date of the Contract provided that any required official certificates, approval, and permits are furnished by Seller. Delivery periods shall be 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 parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery period 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, during which Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled comply with its obligations to cancel the OrderSeller. In case Seller does not comply with Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market availableobligations, less the Price of the relevant Goods. 4.4 Seller shall not only be liable for any delay in delivery all types of the Goods or Services where Buyer failed to provide written notice damages in accordance with Condition 4.3 or for any delay that is caused by: Section 13 (iLimited Liability) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”)of these Terms and Conditions. 4.5 If 5.4 Seller reserves the right to carry out a delivery using Seller’s own delivery organization. 5.5 Buyer refuses may rescind this Contract if Seller’s delivery delay is more than ninety (90) days unless the hindrance is merely temporary in nature and a delay would not unreasonably affect Buyer. 5.6 Seller may perform partial deliveries and render partial services if such action would not unreasonably affect Buyer. 5.7 Any contractual or statutory right of Buyer to rescind this Contract, which Buyer fails to take delivery exercise within a reasonable period of the 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 set 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsforfeited.

Delivery. 4.1 Unless 8.1 Except as otherwise agreed otherwise by both parties in writing by the parties, all Goods are delivered FCA EXW (“Free carrier” ex works) Seller’s manufacturing plant stated in the relevant purchase order. EXW (ex works) is as defined in INCOTERMS 2020®2010. The Buyer will provide at its expense adequate and appropriate equipment and manual labour for loading or off-loading (as appropriate) at the place specified in the Order ConfirmationGoods. 4.2 Any 8.2 All delivery dates quoted 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 of the Goods or performance of Services dates and/or times are approximate onlyspecified, and time delivery will be within a reasonable time. Time of delivery is will not be of the essence. 4.3 In 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 for the account of the Buyer and will be added to the Prices and invoiced in accordance with Condition 14.2. 8.5 Any delay in delivery will not entitle the 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 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 event of delay in delivery, Buyer shall give non-delivery of the Goods following the service of a written notice to Seller requiring by the delivery to be made within 14 days. Subject to Buyer under Condition 4.4, if Seller fails to fulfil 8.5 the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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. 4.4 . The Seller shall not be liable will have no liability for any delay in delivery of failure to deliver to the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay extent that such failure is caused by: (i) a Force Majeure Event or (ii) by the Buyer’s failure to provide the Seller with adequate instructionsdelivery 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, information, licences or authorisations the Seller shall have no liability whatsoever to enable the Goods or Services to be supplied on time (“Delivery Information”)Buyer for such non-delivery. 4.5 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 Delivery Information instructions, documents, licences or authorisations required to enable the Goods to be delivered on time delivery(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 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 for demurrage claims, wasted transport, storage and insurance). Following ; and/or 8.7.2 recover from the Buyer all wasted transport costs resulting from the Buyer’s refusal or failure to take delivery of the Goods when tendered for delivery; and/or 8.7.3 following written notice to the Buyer, Seller may also 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 Contract, having taken into account any charges related to the sale and any charges referred to in Conditions 8.7.1. and 8.7.2. 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. Buyer will provide at its expense adequate and appropriate equipment and manual labour for off-loading the Goods. 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 Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 shall not be liable for any delay in delivery of the 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing 6.1 Solectron acknowledges and agrees that Solectron shall make commercially reasonable efforts to meet the target goal of 100% on-time delivery to Brocade's customer, defined as the shipment of Product by Solectron within a maximum window of 0 days early and 0 days late based on the partiesacknowledged delivery due date. This section, all Goods are delivered FCA as appropriate, may be modified by an addendum to reflect specific Product requirements. 6.2 All shipments shall be F.O.B. origin (“Free carrier” Solectron's dock). Title and risk of loss shall pass to Brocade upon Solectron's tendered delivery to the common carrier or Brocade's designee. 6.3 Upon learning of any potential delivery delays, Solectron will notify Brocade within one (1) business hour as defined in INCOTERMS 2020®) to the cause and extent of such delay. 6.4 If Solectron fails to make deliveries at the place specified time and such failure is caused by Solectron, Solectron will, at no additional cost to Brocade, employ accelerated measures such as material expediting fees, premium transportation costs, or labor overtime required to meet the specified delivery schedule or minimize the lateness of deliveries; however, [*]. 6.5 Should Brocade require Solectron to undertake export activity on behalf of Brocade, Brocade agrees to submit requested export information to Solectron pursuant to Solectron Guidelines for Brocade-Driven Export Shipments as provided in the Order Confirmationaddenda. 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 Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer 6.6 All Products shall be entitled to cancel the Order. Seller’s liability packaged and prepared for such non-delivery will be limited to (a) refunding any sums shipment in a manner which Buyer has paid for the undelivered Goods and (b) the 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 shall not be liable for any delay in delivery of the 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 follows the requirements set forth in Brocade's Purchase Order, (ii) Buyer’s failure follows good commercial practice, (iii) is acceptable to provide Seller with common carriers for shipment, and (iv) is adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the 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)ensure safe arrival. 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 Each shipment shall be returned in accordance accompanied by a packing slip that includes Brocade's part numbers, purchase order number and the quantity shipped. * Certain information on this page has been omitted and filed separately with such instructionsthe Commission. 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 charge have Confidential treatment has been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsrequested with respect to the omitted portions.

Delivery. 4.1 Unless agreed otherwise in writing 6.1 Delivery of the Goods shall be made by the parties, all Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the ready for collection or, if some other place specified for delivery is stated in the Order ConfirmationContract, by the Seller delivering the Goods to that place. 4.2 6.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, 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 Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 shall not be liable for any delay in delivery or installation of the Goods however caused. Time for delivery shall not be of the essence of the Contract. The Goods may be delivered by the Seller in advance of the quoted delivery date on giving reasonable notice to the Buyer. 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 Services where Buyer failed to provide written notice more of the instalments in accordance with Condition 4.3 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 the Seller fails to deliver the Goods (or any instalment) for any delay that is caused by: (i) a Force Majeure Event reason other than any cause beyond the Seller’s reasonable control or (ii) the Buyer’s failure fault, and the Seller is accordingly liable to provide Seller with adequate instructionsthe Buyer, information, licences or authorisations the Seller’s liability shall be limited to enable the Goods or Services excess (if any) of the cost to be supplied on time the Buyer (“Delivery Information”)in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods. 4.5 6.5 If the Buyer refuses or fails to take delivery of the Goods when they are ready 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 limiting any other right or remedy available to provide any Delivery Information to enable on time deliverythe Seller, the Seller may: 6.5.1 store the Goods will be deemed to have been delivered by until actual delivery and charge the due date and Seller may charge Buyer for all related the reasonable costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also ) of storage; or 6.5.2 sell any of the Goods at the best price reasonably readily obtainable in the circumstances and charge the Buyer for any shortfall below the Price of the Goods price payable under the Contract. 4.6 6.6 If Seller's delivery note the Seller delivers to the Buyer a quantity of Goods up to [5]% more or package labelling states that less than the Packages in which quantity ordered the Buyer shall not be entitled to object to or reject the Goods are delivered are returnable to Seller, by reason of the surplus or shortfall and shall pay for 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 Goods on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletspro rata basis.

Delivery. 4.1 Unless agreed otherwise in writing 4.1. Arkay shall ensure that: - (a) each delivery of the Goods is accompanied by a delivery note which shows the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in 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 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 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 of or in the Goods or performance of Services Order Confirmation are approximate only, and the time of delivery is not of the essence. 4.3 In 4.4. If the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller Customer fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 shall not be liable for any delay in 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 Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: (i) by a Force Majeure Event or (ii) Buyer’s Arkay's failure to provide Seller comply with adequate instructions, information, licences or authorisations to enable its obligations under the Goods or Services to be supplied on time Order then: - (“Delivery Information”). 4.5 If Buyer refuses or fails to take a) delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will shall be deemed to have been delivered by completed at 9.00 am on the due date 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 Seller may charge Buyer the Customer shall pay for all related costs and expenses incurred by Arkay (including for demurrage claimswithout limitation storage, wasted transport, storage delivery and transportation costs and insurance). 4.5. Following written notice to BuyerIf within 10 Business Days after the day on which ▇▇▇▇▇ notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, Seller Arkay may also sell any resell or otherwise dispose of part or all of the Goods at and, after deducting reasonable storage, handling and selling costs, account to the best Customer for any excess over the price reasonably obtainable in of the circumstances and Goods or charge Buyer the Customer for any shortfall below the Price price of the Goods under the ContractGoods. 4.6 If Seller's delivery note or package labelling states that the Packages in which 4.6. Arkay may deliver the Goods are delivered are returnable to Sellerby instalments, such Packages which shall be returned invoiced and paid for separately. Any delay in accordance with such instructions. If such Packages are delivery or defect in an instalment shall not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or entitle the Customer to cancel any other containers and palletsinstalment.

Delivery. 4.1 5.1. Unless agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any dates quoted , we shall deliver the Goods pursuant to "FCA" (as defined in the Incoterms® 2010, or such replacement version of the Incoterms), to the delivery place named in the Order Confirmation. 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 the Order Confirmation, we shall select, at our sole discretion, the delivery method and carrier, and set the timeframe for delivery. Where we contract for carriage under FCA, we do so at the Buyer's risk and expense. The timeframes provided for delivery are an estimated date only. We do not assume any kind of the Goods or performance of Services are approximate only, and time guarantee for these dates. Time of delivery of goods is not of the essence. 4.3 In . If the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 shall not be liable for any delay in delivery of the 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, within three days of us notifying it that the Goods will are at the delivery location, then delivery shall be deemed to have been delivered by completed and we shall be entitled to store the due date Goods until delivery actually takes place, and Seller may charge the Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to BuyerIf within a further period of five days, Seller the Buyer has not taken delivery, we may also sell any resell or otherwise dispose of the Goods at and after deducting our related costs and expenses of storage (as noted above), we may charge the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price price of the Goods under the ContractGoods. 4.6 If Seller's delivery note 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 quantity or package labelling states that the Packages weight of Goods, in which case the Buyer may not rejected the Goods are but a pro-rata price adjustment will be made. The weight of Goods delivered are returnable to Seller, such Packages shall be returned in accordance with such instructionsconclusive as per the net weight indicated on the dispatch note. If such Packages are not so returned they 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 the Buyer. 5.3. We shall have the right to effect partial delivery in respect of any order. 5.4. The Buyer may specifically request that an order is to be delivered in instalments. If we agree, the dates for delivery of each instalment of Goods will be chargeable at replacement value and no credit set out in the Order Confirmation. These dates will be due estimates only. The Buyer shall not be permitted to bring forward any estimated dates for delivery of instalments or to cancel any instalments, and the Buyer is contractually obliged to purchase, and take delivery of all instalments on Packages 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 which 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 charge have been made by Sellerreasonable time period after notification for collection. "Packages" Euro pallets shall include bulk tankersbe only delivered in exchange for the same number of undamaged empty pallets (euro pallets). The Buyer shall bear the costs for repair or changing of containers or Euro pallets in case of loss or damage. As long as the obligation to return or to indemnify is not fulfilled, minibulks, flexis, crates, boxes or other containers and palletsthe Buyer shall pay an appropriate fee.

Delivery. 4.1 Unless (1) Our delivery shall take place ex work (EXW Incoterms 2000), unless anything eise has been agreed otherwise upon in writing writing. The time at which the risk of damage or lass of the goods shall pass shall be fixed in accordance with the interpretation of Trade Terms of the International Chamber of Commerce of Paris (Incoterms 2000). (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 partiescontractual partner one calendar month after expiration of the agreed call-off time period, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at or, if a time period has not been agreed upon, then three calendar months after conclusion of the place specified in the Order Confirmationcontract. 4.2 Any dates quoted for delivery (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 Goods or performance 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 Services are approximate onlythe goods from our own suppliers. (6) Unless otherwise expressly agreed in writing, and any indicated time of delivery is not of the essenceor unloading shall be non-binding. 4.3 In the event (7) Any inability to supply as a result of delay in deliveryforce majeure or other unforeseen incidents outside our responsibility including, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4without limitation, if Seller fails to fulfil the delivery within 14 daysstrike, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods lock out, acts of public authorities, subsequent cease of export or import opportunities and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods our reservation of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice timely supply from on own supplies in accordance with Condition 4.3 or subsection (5) above shall, 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the 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 their duration 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 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 exceeded and there shall be no incident referred to in subsection (7) above, then the Purchaser must specify to us a reasonable cure period of minimum two weeks. lf we shall fail to meet such instructions. If such Packages are not so returned they will be chargeable at replacement value and deadline also, then the Purchaser shall have the right to rescind the agreement but s hall have no credit will be due right to seek compensation for breach of contract or default unless in cases of willful misconduct or gross negligence on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsour part.

Delivery. 4.1 Unless agreed otherwise in writing by 6.1 The Goods shall be delivered to, and the partiesServices shall be performed at, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified Delivery Address on the date or within the period stated in the Order Confirmation(as the case may be), in either case during IAC's usual business hours. 4.2 Any dates quoted for 6.2 Where the date of delivery of the Goods or performance of the Services are approximate onlyis to be specified after the placing of the Order, and the Seller shall give IAC reasonable notice of the specified date. 6.3 The time of delivery is not of the essenceGoods and performance of the Services is of the essence of the Contract. 4.3 In 6.4 A packing note quoting the event number of delay in delivery, Buyer shall give written notice to Seller requiring the Order must accompany each delivery or consignment of the Goods and must be displayed prominently. 6.5 If the Goods are to be made within 14 days. Subject delivered, or the Services are to Condition 4.4be performed by instalments, if Seller fails to fulfil the delivery within 14 days, Buyer Contract will be treated as a single Contract and not severable. 6.6 IAC shall be entitled to cancel reject any Goods delivered which are not in accordance with the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods Contract, and (b) the 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 shall not be liable for deemed to have accepted any delay 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 other information required to enable IAC to accept delivery of the Goods and performance of the Services. 6.9 IAC shall not be obliged to return to the Seller any packaging or Services where Buyer failed to provide written notice in accordance with Condition 4.3 packing material for the Goods, whether or for not 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 Goods are accepted by IAC. 6.10 If the Goods are not delivered or the Services to be supplied are not performed on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the 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 then, 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 may charge Buyer by way of liquidated damages 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 delay 2% of the Goods at the best price reasonably obtainable in the circumstances and charge Buyer Price for any shortfall below the Price of the Goods under the Contractevery week’s delay. 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless 8.1 Except as otherwise agreed otherwise by both parties in writing by the parties, all Goods are delivered FCA EXW (“Free carrier” ex works) Seller’s manufacturing plant stated in the relevant purchase order. EXW (ex works) is as defined in INCOTERMS 2020®2010. The Buyer will provide at its expense adequate and appropriate equipment and manual labour for loading or off-loading (as appropriate) at the place specified in the Order ConfirmationGoods. 4.2 Any 8.2 All delivery dates quoted 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 of the Goods or performance of Services dates and/or times are approximate onlyspecified, and time delivery will be within a reasonable time. Time of delivery is will not be of the essence. 4.3 In 8.3 The Seller will be deemed not to be in breach of the event 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 for the account of the Buyer and will be added to the Prices and invoiced in accordance with Condition 15.2. 8.5 Any delay in delivery, delivery will not entitle the Buyer shall give 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 14 daysthat 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 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 4.413, if Seller fails to fulfil in the event of non-delivery within 14 days, of the Goods following the service of a written notice by the Buyer shall be entitled to cancel under Condition 8.5 the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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. 4.4 . The Seller shall not be liable will have no liability for any delay in delivery of failure to deliver to the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay extent that such failure is caused by: (i) a Force Majeure Event or (ii) by the Buyer’s failure to provide the Seller with adequate instructionsdelivery 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, information, licences or authorisations the Seller shall have no liability whatsoever to enable the Goods or Services to Buyer for such non-delivery and the Buyer shall be supplied on time (“Delivery Information”)liable for the Price of the Goods. 4.5 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 Delivery Information instructions, documents, licences or authorisations required to enable the Goods to be delivered on time delivery(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 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 for demurrage claims, wasted transport, storage and insurance). Following ; and/or 8.7.2 recover from the Buyer all wasted transport costs resulting from the Buyer’s refusal or failure to take delivery of the Goods when tendered for delivery; and/or 8.7.3 following written notice to the Buyer, Seller may also 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 Contract, having taken into account any charges related to the sale and any charges referred to in Conditions 8.7.1 and 8.7.2. 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 a) Unless agreed otherwise in writing 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 partiesPURCHASER. 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 Goods necessary permits and licenses have been obtained for the storage of the goods. d) Where goods are delivered FCA (“Free carrier” as defined to the nominated, the SUPPLIER shall be deemed to have delivered the goods in INCOTERMS 2020®) at accordance with the place specified in Agreement if it obtains a receipt or signed delivery docket for the Order Confirmationgoods from a person authorised to accept the goods on behalf of the PURCHASER. 4.2 Any dates quoted for e) If the nominated address is unattended or if delivery cannot otherwise be effected or the goods cannot be dispatched due to any act, matter or thing beyond the control of the Goods or performance of Services are approximate onlySUPPLIER, the SUPPLIER must promptly advise the PURCHASER and time of delivery is not deliver the goods in accordance with the directions of the essencePURCHASER. 4.3 In f) If the event parties agree in writing, the SUPPLIER may supply goods and/or services in instalments and these Terms & Conditions of delay in delivery, Buyer Sale shall apply to each and every supply of goods and/or services. g) The SUPPLIER must deliver the goods by the date for supply of goods and/or services agreed between SUPPLIER and the PURCHASER. h) The SUPPLIER must immediately give written notice to Seller requiring the PURCHASER upon becoming aware that an event may cause a delay to the delivery to be made within 14 days. of goods by the date of supply of goods and/or services. i) Subject to Condition 4.4clause 10, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel SUPPLIER must compensate the Order. Seller’s liability PURCHASER for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and or expenses incurred by Buyer in obtaining replacement goods as a result of similar description and quality a delay in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the 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 Goods or Services to be supplied on time (“Delivery Information”)goods and/or services. 4.5 If Buyer refuses or fails to take delivery of the 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 10.1. Any delivery date indicated by Synertech shall merely be regarded as the estimated date of delivery and shall not bind Synertech to effect delivery on or near such date. 10.2. The customer shall accept delivery whenever it is tendered and shall not be entitled to resile from the agreement nor to withhold or defer any payment nor to a reduction in price nor to any other right or remedy 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 Synertech. 10.3. If delivery of any particular order is to be effected in consignments, Synertech shall not be obliged to deliver any part of the order until the purchase price which is due in respect of the part of the order which has already been delivered has been paid (also refer to paragraph 18.2. 10.4. If the 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 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 otherwise 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 (which shall constitute delivery when it is so collected) and transport it to the Customer. The customer hereby indemnifies Synertech against any costs and 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 delivery note as to any missing or damaged goods and the onus of proof of any missing or damaged goods shall rest on the customer. No claims for missing or damaged goods shall be valid unless the delivery note has been endorsed as aforesaid and unless, in addition, the customer notifies Synertech in writing by within 3 business days of the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not goods of the essenceclaim in question and specifying the goods relating to such claim. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days10.7. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer The customer shall be entitled obliged to cancel the Order. Seller’s liability for such non-furnish all information necessary to enable delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 shall not goods to be liable for any delay in delivery of effected. If the Goods customer fails or Services where Buyer failed refuses 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, furnish the information, licences delays, or authorisations fails or refuses to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses take delivery or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time deliverymake payment, the Goods will 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 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 it is collected by the due date customer 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 Contractpayable before collection thereof. 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing by the partiesSeller acknowledges that all terms as to quantity, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate onlyquality, specifications, and time of delivery are material elements of this Order and must be strictly complied with. Time is not of the essence. 4.3 In essence with respect to delivery of goods covered by this Order. Delivery must be in strict compliance with the event schedule contained in this Order and shall be made by Seller at such times and places and of delay in delivery, Buyer such items and quantities as may be specified by KUKA ASSEMBLY AND TEST. KUKA ASSEMBLY AND TEST shall give written notice have no liability to Seller requiring for goods delivered to KUKA ASSEMBLY AND TEST either later than the time, or in excess of the quantities, specified which goods may be returned by KUKA ASSEMBLY AND TEST to Seller at Seller's cost. Goods fabricated in excess or in advance of KUKA ASSEMBLY AND TEST's release are at Seller's sole risk. If Seller encounters or anticipates difficulty in meeting the delivery to schedule, Seller must immediately notify KUKA ASSEMBLY AND TEST in writing, giving pertinent details; provided, however, that the receipt of such data shall be made within 14 daysfor information purposes only and shall not be construed as a waiver by KUKA ASSEMBLY AND TEST of any scheduled delivery date or of any other rights or remedies provided by law or this Order. Subject to Condition 4.4, if If Seller fails to fulfil the make timely delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding of all or any sums which Buyer has paid for the undelivered Goods and (b) the 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 portion of the relevant Goods. 4.4 Seller shall not be liable for goods covered by any delay in delivery of the Goods Purchase Order, 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the 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 if any of the Goods at the best price reasonably obtainable goods delivered to KUKA ASSEMBLY AND TEST are defective or not in the circumstances and charge Buyer for conformity with any shortfall below the Price Purchase Order, then KUKA ASSEMBLY AND TEST may retain all or any portion of the Goods under the Contract. 4.6 If goods delivered and return, at Seller's delivery note 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 package labelling states that the Packages any Purchase Order by Seller will also constitute a breach by Seller of any other Purchase Order between Seller and KUKA ASSEMBLY AND TEST entitling KUKA ASSEMBLY AND TEST, in which the Goods are delivered are returnable addition to Sellerany other remedies it may have, at law or in equity, to cancel 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsPurchase Orders.

Delivery. 4.1 Unless agreed otherwise in writing by (a) Barge deliveries. For barge deliveries, the parties, all Goods are Fuel shall be delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) to Buyer FOB barge at the place specified Delivery 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 Order Confirmation. 4.2 Any dates quoted 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 Goods Fuel and Seller shall provide or performance designate loading points that have adequate and accessible mooring and barge loading facilities sufficient to load the Fuel properly and within the appropriate loading time. Such barges shall be substantially compatible with the Source’s Fuel loading facilities to be utilized by Seller and shall be properly prepared to receive Fuel. Fuel haulage or transportation equipment provided by either Seller or Buyer, as the case may be, shall be clean, dry and suitable for the transportation of Services are approximate onlyFuel, and time of delivery is not of the essence. 4.3 In the event of delay shall be provided in delivery, Buyer shall give written notice a timely fashion in order to Seller requiring 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 within 14 days. Subject to Condition 4.4against Buyer for any cost, if Seller fails to fulfil the delivery within 14 days, expenses or damage (either liquidated or unliquidated) that may be asserted against Buyer shall be entitled to cancel the Order. arising out of or resulting from Seller’s liability for such non-delivery will be limited of Fuel under this Master Agreement up to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market availableDelivery Point, less the Price of the relevant Goods. 4.4 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 delay 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 Goods Fuel FOB Unit Train(s) or Services where FOB truck(s) before the Delivery Point and shall fully defend, indemnify and hold Buyer failed 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 provide written notice 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 Condition 4.3 this Master Agreement. For rail deliveries, title to and risk of loss of the Fuel will pass to Buyer upon completion of proper loading of all railcars in each Unit Train at the Delivery Point in accordance with this Master Agreement and acceptance of the Unit Train by the 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 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 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 Fuel will pass to Buyer upon the transfer of the 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 delay that is caused by: (i) demurrage charges, excess freight charges, deficiency freight charges, or other transportation costs incurred by Buyer as a Force Majeure Event or (ii) Buyerresult of Seller’s failure to provide satisfy any loading and/or shipping requirements that Seller with adequate instructions, information, licences is informed of by Buyer. Buyer shall be liable for and shall pay Seller for any transportation costs or authorisations demurrage charges incurred by Seller caused by the failure to enable furnish Unit Trains or trucks for the Goods loading of Fuel at the Delivery Point; provided that such charges are not the result of an action or Services 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 supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails overloaded, Seller shall be responsible for any associated costs for reducing the weight of railcars to take delivery of comply with the Goods when they are ready for delivery or applicable rail carrier’s restrictions and shall be obligated to provide any Delivery Information to enable on time delivery, the Goods will Buyer with corrected governing weight documentation. Seller shall 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 responsible for any shortfall below damage resulting from overloaded cars. It is the Price sole obligation and responsibility of Seller to load trains to at least the Goods under minimum train weight as directed by and in compliance with the Contract. 4.6 If applicable transportation contract. Buyer shall inform Seller of all relevant provisions of such contract to ensure Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages ’s compliance therewith. It 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 the Seller’s responsibility to verify minimum weight from the Buyer’s transportation coordinator before loading a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsUnit Train.

Delivery. 4.1 Unless 5.1 The Goods shall be delivered, carriage paid, and/or the Services provided at Renold’s place of business or to such other place of delivery as is agreed otherwise by Renold in writing by prior to delivery of the parties, all Goods are delivered FCA and/or provision of the Services (the “Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order ConfirmationDelivery Location”). 4.2 Any dates quoted 5.2 The date for delivery of the Goods and/or provision of the Services shall be specified in the Order, or performance if no such date is specified then delivery shall take place within 28 days of the Order. 5.3 The Seller shall invoice Renold upon, but separately from, despatch of the Goods and/or provision of the Services are approximate only, and time of to Renold. 5.4 The Seller shall ensure that each delivery is not 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 delivered. 5.5 Time for delivery of the Goods and/or provision of the Services shall be of the essence. 4.3 In 5.6 Unless otherwise stipulated by Renold in the event of delay Order, deliveries shall only be accepted by Renold in deliverynormal business hours. 5.7 If the Goods are not delivered and/or the Services not provided on the due date then, Buyer shall give written notice without prejudice to Seller requiring any other rights which it may have, Renold reserves the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to right to: 5.7.1 cancel the Order. Seller’s liability for such non-delivery will be limited Contract in whole or in part; 5.7.2 refuse to (a) refunding accept any sums which Buyer has paid for the undelivered Goods and (b) the 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 shall not be liable for any delay in subsequent delivery of the Goods or and/or provision of the Services where Buyer failed which the Seller attempts to provide written notice make; 5.7.3 recover from the Seller any expenditure reasonably incurred by Renold in accordance with Condition 4.3 or obtaining the Goods and/or Services in substitution from another supplier; and 5.7.4 claim damages for any delay that is caused by: (i) a Force Majeure Event additional costs, loss or (ii) Buyer’s expenses incurred by Renold which are in any way attributable to the Seller's failure to provide Seller with adequate instructions, information, licences or authorisations to enable deliver the Goods or and/or provide the Services to be supplied on time (“Delivery Information”)the due date. 4.5 5.8 If Buyer refuses or fails the Seller requires Renold to take return any packaging material to the Seller that fact must be clearly stated on any delivery note delivered to Renold and any such packaging material shall only be returned to the Seller at the cost of the Goods when they are ready for Seller. 5.9 Where Renold agrees in writing to accept delivery or by instalments the Contract shall be construed as a single contract in respect of each instalment. Nevertheless failure by the Seller to provide deliver any Delivery Information one instalment shall entitle Renold at its option to enable on time delivery, treat the whole Contract as repudiated. 5.10 If the Goods will are delivered to Renold in excess of the quantities ordered Renold shall not be bound to pay for the excess and any excess shall be and shall remain at the Seller's risk and shall be returnable at the Seller's expense. 5.11 Renold shall not be deemed to have accepted the Goods and/or Services until it has had thirty days to inspect them following delivery or provision thereof. Renold shall also have the right to reject the Goods and/or Services as though they had not been delivered by accepted for fourteen days after any latent defect in 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 Goods and/or Services has become apparent. 5.12 Delivery of the Goods shall be completed on the completion of the unloading 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 ContractDelivery Location. 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing The Company shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the partiesdate of the Order, all relevant Buyer and Company reference numbers, the type and quantity of the Goods are (including code number of the Goods, where applicable), the total weight of the Goods being delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in and, if the Order Confirmationis being delivered by instalments, the outstanding balance of Goods remaining to be delivered (the “Delivery Note”). 4.2 The method of delivery will be stated on the Order Acknowledgment and this should be interpreted in accordance with INCOTERMS 2010. 4.3 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and the time of delivery is not of the essence. 4.3 In 4.4 If the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller Company fails to fulfil deliver the delivery within 14 daysGoods, Buyer its liability shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 price of the relevant Goods. 4.4 Seller . The Company shall not be liable have no liability for any delay in delivery of failure to deliver the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay the extent that such failure is caused by: (i) by a Force Majeure Event or (ii) the Buyer’s failure to provide Seller the Company with adequate instructions, information, licences delivery instructions or authorisations any other instructions that are relevant to enable the Goods or Services to be supplied on time (“Delivery Information”)supply of the Goods. 4.5 If 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 refuses or fails to take delivery 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 when they delivered are ready for delivery or to provide any of the correct quantity and quality. In the event that the Delivery Information to enable on time 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; 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 To the extent permitted by law, the Buyer agrees that in the event of a valid claim for non-delivery of the Goods, the Company may at its sole discretion either reprocess or replace the Goods at its own expense but shall then be under no further liability in connection with such non-delivery. 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 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 accept delivery of the Goods at the best price reasonably obtainable in time when the circumstances and charge Buyer Goods have been notified as ready for any shortfall below delivery, the Price Company may, at the cost of the Buyer, at its sole discretion store the Goods under at the Contract. 4.6 If Seller's delivery note or package labelling states risk of the Buyer and take all reasonable steps to safeguard and insure them, provided that the Packages in which the Goods are delivered are returnable to Seller, such Packages Buyer 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsimmediately informed thereof.

Delivery. 4.1 10.1. Any delivery date indicated by Synertech Innovations shall merely be regarded as the estimated date of delivery and shall not bind Synertech Innovations to effect delivery on or near such date. 10.2. The customer shall accept delivery whenever it is tendered and shall not be entitled to resile from the agreement nor to withhold or defer any payment nor to a reduction in price nor to any other right or remedy 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 Synertech Innovations. 10.3. If delivery of any particular order is to be effected in consignments, Synertech Innovations shall not be obliged to deliver any part of the order until the purchase price which is due in respect of the part of the order which has already been delivered has been paid (also refer to paragraph 18.2. 10.4. If the 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 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 otherwise 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 (which shall constitute delivery when it is so collected) and transport it to the Customer. The customer hereby indemnifies Synertech Innovations against any costs and 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 delivery note as to any missing or damaged goods and the onus of proof of any missing or damaged goods shall rest on the customer. No claims for missing or damaged goods shall be valid unless the delivery note has been endorsed as aforesaid and unless, in addition, the customer notifies Synertech Innovations in writing by within 3 business days of the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and time of delivery is not goods of the essenceclaim in question and specifying the goods relating to such claim. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days10.7. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer The customer shall be entitled obliged to cancel the Order. Seller’s liability for such non-furnish all information necessary to enable delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 shall not goods to be liable for any delay in delivery of effected. If the Goods customer fails or Services where Buyer failed refuses 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, furnish the information, licences delays, or authorisations fails or refuses to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses take delivery or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time deliverymake payment, the Goods will 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 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 it is collected by the due date customer 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 Contractpayable before collection thereof. 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 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 Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s sole liability and Buyer’s exclusive remedy for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) reimbursing Buyer for the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in quality, at the cheapest lowest available market availableprice, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.with

Delivery. 4.1 Unless agreed otherwise in writing The Company shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the partiesdate of the Order, all relevant Buyer and Company reference numbers, the type and quantity of the Goods are (including code number of the Goods, where applicable), the total weight of the Goods being delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in and, if the Order Confirmationis being delivered by instalments, the outstanding balance of Goods remaining to be delivered (the “Delivery Note”). 4.2 The method of delivery will be stated on the Order Acknowledgment and this should be interpreted in accordance with INCOTERMS 2020. 4.3 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Goods that is caused by a 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 the Goods. 4.3 In 4.4 If the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller Company fails to fulfil deliver the delivery within 14 daysGoods, Buyer its liability shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 price of the relevant Goods. 4.4 Seller . The Company shall not be liable have no liability for any delay in delivery of failure to deliver the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay the extent that such failure is caused by: (i) by a Force Majeure Event or (ii) the Buyer’s failure to provide Seller the Company with adequate instructions, information, licences delivery instructions or authorisations any other instructions that are relevant to enable the Goods or Services to be supplied on time (“Delivery Information”)supply of the Goods. 4.5 If 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 refuses or fails to take delivery 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 when they delivered are ready for delivery or to provide any of the correct quantity and quality. In the event that the Delivery Information to enable on time 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 have been delivered by the due Goods, the Company may at its sole discretion either reprocess or replace the 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 and Seller may charge of the invoice. 4.9 If for any reason the Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice is unable to Buyer, Seller may also sell any accept delivery of the Goods at the best price reasonably obtainable in time when the circumstances and charge Buyer Goods have been notified as ready for any shortfall below delivery, the Price Company may, at the cost of the Buyer, at its sole discretion store the Goods under at the Contract. 4.6 If Seller's delivery note or package labelling states risk of the Buyer and take all reasonable steps to safeguard and insure them, provided that the Packages in which the Goods are delivered are returnable to Seller, such Packages Buyer 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsimmediately informed thereof.

Delivery. 4.1 Unless agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 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 Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s sole liability and Buyer’s exclusive remedy for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods Goods, and (b) reimbursing Buyer for the reasonable and proper external costs and expenses incurred by Buyer Buyer, in obtaining replacement goods of similar description and quality in quality, at the cheapest lowest available market availableprice, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the 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 licenses or authorisations authorizations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless 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 for as far no specific other term has been agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmationupon. 4.2 7.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, 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 Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 Stertil shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence. 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 Services where Buyer failed more of the instalments shall not entitle Purchaser to provide written notice in accordance with Condition 4.3 or treat the Contract as a whole as repudiated. 7.4 If Stertil fails to deliver the Goods for any delay that reason other than any cause beyond Stertil’s reasonable control or Purchaser’s fault, and Stertil is caused by: accordingly liable to Purchaser, Stertil’s liability shall be limited to the excess (iif any) a Force Majeure Event or of the cost to Purchaser (iiin the cheapest available market) Buyer’s failure of similar goods to provide Seller with adequate instructions, information, licences or authorisations to enable replace those not delivered over the Goods or Services to be supplied on time (“Delivery Information”)price of the Goods. 4.5 7.5 If Buyer refuses or fails to take delivery of the Goods when they is refused Purchaser shall, without prejudice to any other right or remedy available to Stertil, be liable for all carriage, handling and stocking charges incurred. 7.6 Without waiving any other rights or remedies Stertil may have, Stertil may, at its option, defer shipment or deliveries hereunder, or under any other contract with Purchaser, subject to satisfactory settlement of delinquent amounts due to Stertil. 8.1 Where Goods are ready for delivery consigned or sent to provide any Delivery Information to enable on time deliveryPurchaser or his agent, the Goods no claim will be deemed to have been delivered accepted by Stertil and it shall not be liable, insofar as the due date negligence of itself, its servants or agents can be established for: (a) GOODS DAMAGED IN TRANSIT, unless the Stertil 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 the carrier are notified in writing within 10 days 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.delivery;

Delivery. 4.1 16.1 Unless agreed otherwise in writing notified by the partiesCompany in the Order, all the Goods are shall be delivered FCA Free Carrier (“Free carrier” in accordance with the most recent version of the Incoterms), to such place of delivery as defined 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 INCOTERMS 2020®) at the Order, or if no such date is specified then delivery shall take place within 28 days after placing the Order. If the actual date of delivery to the Company’s premises is later than that specified in the Order Confirmationthen without prejudice to any other rights it may have, the Company may apply the remedies as set forth in these Conditions. 4.2 Any dates quoted for delivery 16.3 The Seller warrants that all components and spare parts of the delivered Goods or performance (including any software) will be available during the technical life of Services are approximate only, the delivered Goods and time of promptly dispatched to the Company upon its request. 16.4 The Seller shall ensure that each delivery is not accompanied by a delivery note which shows, inter alia, the Order number, line item number, date of the essence. 4.3 In the event Order, number of delay in deliverypackages and contents and, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 case of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time partial delivery, the Goods 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. 16.7 Where the Company agrees in writing to accept delivery by installments the Contract will be deemed to have been delivered construed as a single Contract in respect of each installment. Nevertheless, failure 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 deliver any installment shall entitle the Company to avail itself of the Goods at the best price reasonably obtainable remedies as set forth in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the ContractArticle 8. 4.6 16.8 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Sellerthe Company in excess of the quantities ordered, such Packages the Company shall not be returned in accordance with such instructions. If such Packages are not so returned they bound to pay for the excess and any excess will be chargeable and will remain at replacement value the Seller’s risk and no credit will be due on Packages for which a charge have been made by returnable at the Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets’s expense.

Delivery. 4.1 Unless agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 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 Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 shall not be liable for any delay in delivery of the 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. Buyer will provide at its expense adequate and appropriate equipment and manual labour for off-loading the Goods. 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 Seller requiring the delivery to be made within 14 days. Subject to Condition Clause 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s sole liability and Buyer’s exclusive remedy for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) reimbursing Buyer for the reasonable and proper external costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in at the cheapest lowest available market availableprice, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing (A) The delivery times provided by the partiesSeller are an indication only and depend on various factors such as availability of the Seller’s stock and, all if required under the Contract, receipt of the Buyer’s instructions or approval. Accordingly, time for delivery shall not be of the essence. Delivery of the Goods are delivered FCA (“Free carrier” as defined shall be in INCOTERMS 2020®) at accordance with the place specified specific incoterm stated in the Order Confirmation. 4.2 Quotation and unless otherwise agreed, ex-works from the Seller’s premises or such other location as the Seller advises. The Buyer shall collect the Goods and be responsible for loading and transporting the Goods at its sole risk and liability. Any dates quoted for delays in the 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 Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 shall not be liable for any delay in delivery of entitle the 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails refuse to take delivery of the Goods when they are ready for delivery Goods, claim compensation or to provide any Delivery Information to enable on time deliveryother damages, the Goods will be deemed to have been delivered by the withhold payments 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 or terminate the Contract. 4.6 If Seller's (B) The Buyer shall accept delivery note of any shipment or package labelling states that the Packages in which consignment of the Goods are which is within ten percent (10%) of the Contract quantity. Payment for the Goods so delivered are returnable to Seller, such Packages shall be returned increased or decreased on a pro rata basis. The Seller is not bound to deliver the Goods in one consignment and the Buyer shall accept split deliveries or delivery by instalments. Goods are sent packed in accordance with such instructionsthe Seller’s normal practice. If the Buyer fails or refuses to take delivery of the 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 Packages are not so returned they will time as to enable the Seller to comply with the carrier’s conditions of carriage. Details of any shortage or damage must be chargeable at replacement value 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 no credit will the quantity was correct. In the case of non-delivery of a whole shipment or consignment, a written claim must be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes within seven (7) days of the date of the advice note or other containers and palletsthe invoice whichever is the later.

Delivery. 4.1 Unless otherwise agreed otherwise in writing by the partieswriting, all Goods deliveries of Products shall be 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 FCA (“Free carrier” to the Buyer in accordance with the agreed trade term as defined in INCOTERMS 2020®) at the place ICC's Incoterms (2020 edition). The Buyer will make payment in accordance with clause 4 of these Standard Terms and Conditions. Times specified in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance Products are given and intended as estimates only unless otherwise agreed in writing. The applicable delivery times are those indicated in the acknowledgement of Services are approximate only, and time of delivery is not receipt of the essence. 4.3 In orders. The delivery times run from the event date of delay in deliverythe acknowledgement of receipt of the order. Where a firm time for delivery has been expressly agreed upon, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the OrderContract by serving written notice to the Seller only if the delivery has been delayed by more than thirty (30) days. Seller’s liability If a new time for such non-delivery will be limited to has been agreed upon with Buyer after Seller has given an early warning of probable delayed delivery, the thirty (a30) refunding any sums which Buyer has paid day period shall run from the new time for delivery agreed upon. In no event shall the undelivered Goods and (b) the 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 shall not be liable for any delay indirect, special, consequential or financial damages arising out of or in connection with the late delivery of the Goods Products. The Buyer shall inspect or Services where Buyer failed have inspected the Products delivered and shall notify the Seller in writing of any discrepancy regarding the quantity, specification or quality of the Products to provide written notice in accordance with Condition 4.3 or for any delay that is caused by: the order within fifteen (i15) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take days of delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on Products. Once this time deliveryperiod has elapsed, the Goods will Buyer shall be deemed to have been delivered accepted the Products and shall have no warranty of conformity claim and no claim to compensation whatsoever. If a notification is made within the fifteen (15) day period, the Seller shall repair or replace incorrect Products and/or deliver additional Products to meet the ordered quantity and the Buyer shall have no claim to compensation whatsoever. Freight and insurance cost for return of non conforming Products to the Seller will be borne by the due date and Buyer. In case any returned Product is being found on investigation by the 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 be conform to the specifications of the Goods at order, the best price reasonably obtainable Seller is entitled to charge the Buyer all costs incurred by the Seller in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contractconnection with ▇▇▇▇▇’s claim. 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 1. Unless expressly agreed otherwise in writing by the partieswriting, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the delivery shall always take place specified in the Order Confirmation. 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 Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice "ex works" 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 the Incoterms of the International Chamber of Commerce, 2020 edition, with adequate instructionsMerinox's warehouse in Alblasserdam, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”)Netherlands being regarded as the works. 4.5 If 2. The Buyer refuses or fails is obliged vis-à-vis Merinox to immediately take delivery of the Goods when purchased goods as soon as Merinox has notified the Buyer that they are ready available for delivery or delivery. If the Buyer fails to provide any Delivery Information to enable on time deliverycomply with this obligation, the Goods will goods shall be deemed to have been delivered from the notification referred to in the first sentence of this paragraph, and from that time Merinox shall be entitled to store these goods at the Buyer's expense and risk. In that case, Merinox shall also have the right to invoice the Buyer for the goods, without prejudice to Merinox’ other rights. 3. Agreed delivery dates - even if a specific end date or period has been agreed - are approximate and are not final. In the event of late delivery other than as a result of 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 interpreted on the basis of the Incoterms of the International Chamber of Commerce, 2020 Edition, unless expressly deviated from in the agreement. 6. If the Buyer wishes to return goods to Merinox, it shall require Merinox's prior written permission to do so. The costs of the return shipment shall be payable by the due date and Seller may charge Buyer, while the goods shall travel at the Buyer's risk. If, however, the goods are returned, following written permission from Merinox, within the context of an attributable failure on the part of Merinox, to be demonstrated by the Buyer, Merinox shall compensate the Buyer for all related the costs of returning the goods, provided the Buyer has demonstrated these costs and expenses these costs are reasonable. In all cases, the Buyer shall properly insure the return shipment (including or have it insured), also for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also sell any the benefit 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 ContractMerinox as (co-)insured. 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless 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 otherwise in writing by between the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at apply despite any other provision of the place specified in the Order ConfirmationContract. 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 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 agreed between the parties or as stated in the quotations if not otherwise agreed where each term is defined in Incoterms® 2020 4.5 Any dates quoted for delivery of the Goods or performance of Services Delivery are approximate only, and the time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 The Supplier shall not be liable for any delay in delivery of the Goods or Services where Buyer failed caused by: (a) a Force Majeure Event; or (b) the Customer's failure to provide written notice the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods including without limitation, seeking to vary the rule under Incoterms® 2020 applying to Delivery; or (c) the inability of the Supplier for whatever reason to arrange carriage on commercial terms or at all. (d) customs withholding clearance of the Goods or delaying clearance of the goods (whereupon any demurrage will be shared equally with Customer unless the clearance delay is that of the Customer or the products being shipped whereupon Customer will bear the costs in accordance with Condition 4.3 or full) 4.7 If the Supplier fails to Deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of exact description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any delay failure to Deliver the Goods to the extent that such failure is caused by: (i) by a Force Majeure Event or (ii) Buyer’s the Customer's failure to provide Seller the Supplier with adequate instructions, information, licences delivery instructions or authorisations any other instructions that are relevant to enable 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 Services delay is caused by a Force Majeure Event: (a) Subject to be supplied on time (“the relevant Incoterms® 2020, Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will shall 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.completed at

Delivery. 4.1 Unless agreed otherwise in writing The Customer hereby confirms that the goods or services on any Tax Invoice issued duly represent the goods or services ordered by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) Customer at the place specified prices agreed to by the Customer and, where delivery / performance has already taken place, that the goods or services were inspected, and that the Customer is satisfied that these conform in all respects to the Order Confirmationquality and quantity ordered and are free from any defects. 4.2 Any dates quoted for delivery Notwithstanding the provisions of clause 4.1 above, all orders or agreed variations to orders, whether orally or in writing, shall be binding and subject to these Standard Conditions of Agreement and may not be revoked by the Goods or performance of Services are approximate only, and time of delivery is not of the essenceCustomer. 4.3 In the event of delay Gaddtech shall be entitled in delivery, Buyer shall give written notice its sole discretion to Seller requiring split the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil / performance of the delivery within 14 days, Buyer goods or services ordered in the quantities and on the dates it decides. 4.4 Gaddtech shall be entitled to cancel the Order. Seller’s liability for such non-invoice each delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 shall not be liable for any delay in delivery of the 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 Goods or Services to be supplied on time (“Delivery Information”)/ performance actually made separately. 4.5 If Buyer refuses Any delivery note, waybill, job card or fails installation certificate (copy or original) signed by the Customer or a third party engaged to take delivery collect and transport the goods on behalf of the Goods when they are ready for Customer shall be prima facie proof that delivery or was made to provide any Delivery Information to enable on time deliverythe Customer. 4.6 Unless otherwise agreed by the Parties in writing, the Goods will delivery shall be deemed to have been occurred when Gaddtech has made available the goods at its premises to the Customer and/or delivered to the address provided by the due date Customer by an external party/courier/transporter and/or when services were rendered. 4.7 The risk of damage to, destruction or theft of goods shall pass to the Customer on delivery and Seller the Customer undertakes to comprehensively insure the goods until paid for in full. Gaddtech may charge Buyer recover insurance premiums from the Customer for all related such ordered and uninsured goods. 4.8 Delivery, installation and performance times quoted are merely estimates and are not binding on Gaddtech. 4.9 If Gaddtech agrees to engage a third party to transport the goods, Gaddtech is hereby authorised to engage a third party on the Customer's behalf and on the terms deemed fit by Gaddtech. 4.10 The Customer indemnifies Gaddtech against any claims against Gaddtech that may arise from such ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇ times and repair costs given are merely estimates and expenses (including are not binding on Gaddtech 4.11 Any item handed in for demurrage claims, wasted transport, storage and insurance). Following written notice repair may be sold by Gaddtech to Buyer, Seller may also sell any defray the cost of such repairs if the item remains uncollected within 30 days of the Goods at repairs being completed. 4.12 All goods taken on an evaluation or demonstration basis by the best price reasonably obtainable Customer are deemed sold if not returned within 14 days of issue in the circumstances original condition, in the original packaging 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 with all accessories and manuals intact. All goods taken on a consignment basis must be returned to the premises of Gaddtech on demand by Gaddtech, in accordance the original condition, in the original packaging and with such instructions. If such Packages are not so returned they will be chargeable at replacement value all accessories and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsmanuals intact.

Delivery. 4.1 Unless agreed otherwise (a) Seller agrees to deliver the Goods to Buyer at the Ship To by the Date Required, each as listed on the face of this Purchase Order. Time of deliveries is of the essence. Seller shall prepay all shipment and transportation expenses, taxes, contributions and assessments and shall bear all risk of loss and be responsible for the Goods subject to this Purchase Order until the same are delivered to Buyer at the Ship To, and Seller shall bear all risks as to rejected Goods after inspection and any notice of rejection. (b) Seller agrees to properly ship and prepare for transportation all of the Goods so as to prevent damage in transit. Seller further agrees that Seller shall before delivery provide protection for all of the Goods from loss, damage, corrosion, deterioration, contamination and other injury or harmful conditions during storage, handling and shipment or transportation; in addition, Seller shall ensure that the Goods comply with all other requirements of this Purchase Order. (c) No substitution of Goods subject to this Purchase Order is permitted unless accepted in writing by Buyer. If Seller, through no fault of Buyer, does not deliver the partiesGoods according to the terms of this Purchase Order, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order ConfirmationSeller shall be liable for any resulting costs and losses whatsoever incurred by Buyer. 4.2 Any dates quoted for (d) Buyer reserves the right to postpone delivery of the Goods or performance for a reasonable period of Services are approximate only, and time of delivery is not of the essencetime. 4.3 (e) If Seller fails to meet the delivery deadline established under this Purchase Order, Buyer may terminate all or part of this Purchase Order. In the event of delay in deliveryaddition to any other remedies available to Buyer, Buyer shall give written notice have the right upon any such termination to purchase or otherwise procure goods or services similar to that specified in this Purchase Order, and Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability liable for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses cost, expense or damage incurred by Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price excess of the relevant GoodsPrice. 4.4 Seller shall not be liable for any delay in delivery of the 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless The Supplier shall ensure that: the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition; each delivery of Goods is accompanied by a delivery note which shows the Purchase Order number, the type and quantity of Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the relevant Purchase Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and if the Supplier requires the Customer to return any packaging material to the Supplier, that fact is clearly stated on the delivery note. Any such packaging material shall be returned to the Supplier at the cost of the Supplier. The Supplier shall deliver the Goods specified in each Purchase Order: On its relevant Delivery Date; at the Delivery Location; and during the Customer's normal business hours, or as instructed by the Customer. Delivery of Goods is completed on the completion of unloading of those Goods at the Delivery Location. Where Goods are delivered from outside the United Kingdom, the Supplier shall deliver the Goods under the Incoterm “Delivered Duty Paid (DDP)”. The Supplier shall have the sole responsibility of managing any import formalities, including payment of any applicable tax or customs duties for the Goods. If the Supplier delivers more or less than the quantity of Goods ordered, and the Customer accepts the delivery, a pro rata adjustment shall be made to the invoice for the Goods. If the Supplier: delivers less than 95% of the quantity of Goods ordered, the Customer may reject the Goods; delivers more than 105% of the quantity of Goods ordered, the Customer may at its discretion reject the Goods or the excess Goods. If the Customer rejects any Goods they are returnable at the Supplier's risk and expense. If the Supplier fails to collect rejected Goods within a reasonable period after notification of the rejection, the Customer may charge the Supplier storage costs and sell or dispose of the rejected Goods. The Customer will account to the Supplier for the proceeds of sale (if any) after deducting the purchase price paid for the Goods, storage costs and its reasonable costs and expenses in connection with the sale. The Supplier shall not deliver Goods in instalments without the Customer's prior written consent. Where it is agreed otherwise that Goods may be delivered by instalments, such instalments shall be invoiced separately. However, failure by the Supplier to deliver any one instalment on time or at all, or any defect in an instalment, shall entitle the Customer to the remedies set out in clause ‎6. Customer remedies If the Goods are not delivered on the relevant Delivery Date, or do not comply with the undertakings set out in clause ‎4.1, then, without limiting any of its other rights or remedies, and whether or not it has accepted the Goods, and the Customer may exercise any one or more of the following remedies: to terminate the Contract; to reject the Goods (in whole or in part) and return them to the Supplier at the Supplier's own risk and expense; to require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid); to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make; to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods from a third party; and to claim damages for any other costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier's failure to carry out its obligations under the Contract. If the Goods are not delivered on the Delivery Date, the Customer may at its option claim or deduct [INSERT] per cent of the price of the Goods for each week's delay in delivery by way of liquidated damages, up to a maximum of [INSERT] per cent of the total price of the Goods. If the Customer exercises its rights under this clause ‎6.2, it may not exercise any of the remedies set out in clause ‎6.1 in respect of the Goods' late delivery (but such remedies shall be available in respect of the Goods' condition). These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier. If the Supplier fails to promptly repair or replace the rejected Goods in accordance with clause 6.1(c), the Customer may, without affecting its rights under Clause 6.1(f), obtain substitute goods from a substitute supplier, or have the rejected Goods repaired by a third party, and the Supplier shall reimburse the Customer for the costs it incurs in doing so. The Customer's rights and remedies under these Conditions are in addition to its rights and remedies implied by statute and common law. Acceptance, Title and risk The Customer shall not be deemed to have accepted any Goods until it has had a reasonable time to inspect them following delivery, or, in the case of a latent defect in the Goods, until a reasonable time after the latent defect has become apparent. Title and risk in the Goods shall pass to the Customer on completion of delivery. Price and payment The Customer shall pay for Goods in accordance with this clause ‎8. The Price: excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and includes the costs of packaging, insurance and carriage of the Goods. No extra charges shall be effective unless agreed in writing and signed by the Customer. The Supplier may invoice the Customer for the price of the Goods plus VAT at the prevailing rate (if applicable) on or at any time after the completion of delivery. The Supplier shall ensure that the invoice includes the date of the Purchase Order, the invoice number, the Contract Number, the Purchase Order number, the Supplier's VAT registration number, and any supporting documentation that the Customer may reasonably require. The Customer shall pay correctly rendered invoices within 30 days of receipt of the invoice. Payment shall be made to the bank account nominated in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 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 Seller requiring the delivery to be made within 14 daysSupplier. Subject to Condition 4.4, if Seller If a party fails to fulfil make any payment due to the delivery within 14 days, Buyer shall be entitled to cancel other under the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 shall not be liable for any delay in delivery of the 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the 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 Contract by the due date and Seller for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 4% per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount. This clause shall not apply to payments the defaulting party disputes in good faith. The Customer may charge Buyer at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to the Customer against any liability of the Customer to the Supplier. If the Customer disputes any invoice received from the Supplier, the Customer shall immediately notify the Supplier in writing. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. The Supplier shall provide all such evidence as may be reasonably necessary to verify the disputed invoice or request for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance)payment. Following written If the parties have not resolved the dispute within 30 days of the Customer giving notice to Buyerthe Supplier, 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 dispute shall be returned resolved in accordance with such instructionsclause 14. If such Packages are not so returned they will Where only part of an invoice is disputed, the undisputed amount shall be chargeable at replacement value and no credit will be paid on the due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsdate as set out in clause 8.5.

Delivery. 4.1 Unless agreed otherwise 4.1. Seller shall make the Products available for collection by Buyer at Seller's premises (the "Delivery Location") in writing by accordance with the parties, all Goods are delivered FCA Incoterm EXW (“Free carrier” named place of delivery) as defined in INCOTERMS Incoterms 2020®. Delivery of Product(s) will be completed when the Seller places the Products at the place Buyer’s disposal at the Delivery Location 4.2. The Date(s) of Delivery of the Product(s) is/are that respectively specified in the Order ConfirmationPurchase Order. All delivery terms are non-binding, except where otherwise agreed and confirmed in writing. Where there is no date specified in the Offer, the Date of Delivery shall be a reasonable period after manufacturing is completed, taking into account the circumstances, nature of the product and location of the Parties. 4.2 Any dates quoted for delivery of 4.3. The Seller shall have the Goods right to make partial or performance of Services are approximate only, and time of delivery is not of the essenceadvance deliveries. 4.3 In 4.4. If the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 shall not be liable for any delay in delivery of the 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are Products ready for delivery or to provide any Delivery Information to enable on time deliverydispatch for more than 10 days, the Goods will Seller shall be entitled to store the Products in a suitable warehouse at the Buyer's expense. Upon the Products being placed in storage, delivery shall be deemed to have been delivered by be complete, the due date risk in the Products shall pass to the Buyer and the Buyer shall reimburse the Seller may charge Buyer accordingly for all related costs and expenses incurred in connection therewith (including for demurrage claimsincluding, wasted transportwithout limitation, the cost of transportation to return the Products from the place of delivery to the place of storage, re-delivery, storage and insurance). 4.5. Following written notice Claims by the Buyer for shortfalls in quantity or for incorrect delivery (other than for delayed delivery subject to Buyer, Seller may also sell any clauses 4.6-4.7) shall be in writing and shall be void if made more than 14 days after delivery of the Goods at delivered Products. 4.6. If the best Delivery Date has been expressly and in writing agreed by the Parties to be binding or the Delivery Date has been confirmed by the Seller upon express request by the Buyer in writing and the Seller is unable to deliver the Products by the Delivery Date, the Buyer (unless the failure is directly or indirectly due to an act or omission of the Buyer or to an Event of Force Majeure) shall be entitled to claim from the Seller as liquidated damages, a rate of 0.5% of the price reasonably obtainable in of the circumstances and charge Product delayed for each full calendar week of delay after the end of a grace period of fifteen (15) days, up to the maximum of 5%. 4.7. Any claim by the Buyer for any shortfall below liquidated damages is conditional on the Price Buyer submitting such a claim to Seller in writing within 30 days from the delivery of the Goods delayed Product or, if applicable, the date on which the Buyer exercises its right of termination under the Contractclause 10.2. 4.6 If Seller's delivery note or package labelling states that 4.8. The Buyer’s right to claim the Packages amounts set out in which clause 4.6. are, in addition to the Goods are delivered are returnable Buyer’s right to Seller, such Packages shall be returned terminate in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value clause 10.1 or 10.2 , the Customer’s sole remedy and no credit will be due on Packages Seller’s sole liability for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsthe delay in the delivery of Products.

Delivery. 4.1 Unless agreed otherwise in writing BituChem shall ensure that: 4.1.1 each delivery of the Goods is accompanied by a delivery note that shows the partiesdate of the Order, all the contract number, 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 FCA (“Free carrier” by instalments, the outstanding balance of Goods remaining to be delivered; and 4.1.2 if BituChem requires the Customer to return any packaging materials to BituChem, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as defined in INCOTERMS 2020®) BituChem shall reasonably request. Returns of packaging materials shall be at the place specified in the Order ConfirmationBituchem's expense. 4.2 BituChem shall deliver the Goods to the location set out in the Sales Order or such other location as the parties may agree (Delivery Location) at any time after BituChem notifies the Customer that the Goods are ready. 4.3 Delivery is completed on the completion of unloading of the Goods by BituChem, its sub-contractor or the Customer at the Delivery Location. 4.4 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and the time of delivery is not of the essence. BituChem shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide BituChem with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller 4.5 If BituChem fails to fulfil deliver the delivery within 14 daysGoods, Buyer its liability shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery price of the Goods or Services a maximum of £200,000 whichever is the lessor. 4.6 If the Customer fails to take delivery of Building Product Goods within three Business Days of BituChem notifying the Customer that the Building Product Goods are ready, then, except where Buyer failed to provide written notice in accordance with Condition 4.3 such failure or for any delay that is caused by: (i) by a Force Majeure Event or (ii) Buyer’s BituChem's failure to provide Seller comply with adequate instructions, information, licences or authorisations to enable its obligations under the Goods or Services to be supplied on time (“Delivery Information”).Contract: 4.5 If Buyer refuses or fails to take 4.6.1 delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will shall be deemed to have been delivered by completed at 9.00 am on the due date third Business Day after the day on which BituChem notified the Customer that the Goods were ready; and 4.6.2 BituChem shall store the Goods until delivery takes place, and Seller may charge Buyer the Customer for all related costs and expenses (including insurance). 4.7 If three Business Days after the day on which BituChem notified the Customer that the Goods were ready for demurrage claimsdelivery the Customer has not taken delivery of them, wasted transportBituChem may resell or otherwise dispose of part or all of the Building Product Goods and, after deducting reasonable storage and insurance). Following written notice selling costs, account to Buyer, Seller may also sell the Customer for any excess over the price of the Building Product Goods at or charge the best price reasonably obtainable in the circumstances and charge Buyer Customer for any shortfall below the Price price of the Goods under the ContractBuilding Product Goods. 4.6 4.8 If Seller's the Customer fails to take delivery note of Asphalt Goods on the agreed Delivery Date then the Customer will be liable to a penalty and to cover any of BituChem’s unrecoverable costs. 4.9 If BituChem delivers up to and including 5% more or package labelling states less than the quantity of Goods ordered the Customer may not reject them[, but on receipt of notice from the Customer that the Packages in which wrong quantity of Goods was delivered, a pro rata adjustment shall be made to the Order invoice. 4.10 BituChem may deliver the Goods are delivered are returnable to Sellerby instalments, such Packages which shall be returned invoiced and paid for separately. Any delay in accordance with such instructions. If such Packages are delivery or defect in an instalment shall not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or entitle the Customer to cancel any other containers and palletsinstalment.

Delivery. 4.1 Unless agreed otherwise The Goods will be delivered in writing bags, drums, big bags or boxes according to the Seller's practices unless specific packing is requested by the parties, all Goods are delivered FCA (“Free carrier” as defined Buyer and accepted by the Seller. Labeling and marking will be printed according to the information requested by the Buyer subject to mandatory laws and regulations. Unless otherwise provided for in INCOTERMS 2020®) at the place specified Binding Offer or in the Order Confirmation. 4.2 Any dates quoted for delivery of , the Goods will be delivered FCA Weilerswist, Germany at Seller’s warehouse (INCOTERMS 2000) and the Goods shall be delivered on the date (the “Delivery Date”) specified in the Binding Offer or performance Order Confirmation, subject to the provisions of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, § 6 here below. The Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 shall not be liable for any delay in delivery of the 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails have to take delivery of the Goods when they on the Delivery Date or on the date mentioned in the notice sent to this effect by the Seller. Should the transportation be organised by the Seller, the Seller or carrier’s trucks have one and a half hour maximum time in order to unload. After this period, the Seller or carrier shall be entitled to claim costs for waiting time. Seller’s delivery obligation shall at all times be subject to timely and orderly receipt of the Goods from its own suppliers. Unless otherwise stated in the Binding Offer or Order Confirmation, the Delivery Dates stipulated in these documents, are ready approximate and for delivery or to provide any Delivery Information to enable on time information purposes only. In the event of late delivery, the Goods will be deemed to have been delivered Seller shall immediately inform the Buyer and specify a reasonable cure period of minimum ten (10) working days. Except as provided for here below, failure by the due date and Seller may charge to meet the Delivery Dates shall not, under any circumstances, give rise to the cancellation of an Order, nor to any compensation or indemnity of any nature whatsoever. In the event the delay exceeds ten (10) working days the Buyer for all related costs and expenses (including for demurrage claimsshall have the right to cancel the Order. However, wasted transport, storage and insurance). Following written notice the Buyer is not entitled to Buyer, Seller may also sell any of cancel an Order if 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 charge concerned have been made by Sellerespecially for such Buyer, except if the delay exceeds twenty (20) working days and should seriously prejudice the Buyer. "Packages" If the Order requires several deliveries, each delivery shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsbe deemed the subject of a separate contract: a delay to one delivery shall not entitle the Buyer to cancel the remaining deliveries.

Delivery. 4.1 Unless If the Seller is responsible for delivery, the Seller shall deliver the Goods to the Buyer’s premises as set out in the Order or such other location as the parties may agree (the "Delivery Location"). 4.2 If delivery of the Goods is within the European Union, the Seller shall be responsible for delivery and the Goods shall be delivered DAP at the Buyer's premises unless the Seller has specifically agreed otherwise in writing by writing.‌ 4.3 If delivery of the partiesGoods is to anywhere outside the European Union, all the Seller shall not be responsible for delivery and delivery of the Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) shall be EXW at the place specified premises of the Seller, any of the Seller’s affiliates or any of their third-party subcontractors, unless the Seller specifically agrees in writing to deliver the Order Confirmation.Goods to the Buyer, in which case delivery of the Goods shall be DAP at the Buyer's premises.‌ 4.2 Any dates quoted 4.4 Time for delivery is given as accurately as possible but is not guaranteed. The Buyer shall have no right to damages or to cancel any Contract for failure to meet any delivery time stated nor shall the Buyer be entitled to make, or to purport to make, time for delivery of the Goods or performance essence of Services are approximate onlyany Contract. Subject to the Buyer complying with Condition 4.5, and the Seller shall aim to deliver within 30 (thirty) days of any delivery time stated. 4.5 The Buyer shall notify the Seller within 5 (five) working days of the estimated date of delivery is not of notified by the essence. 4.3 In Seller in the event of delay non-delivery.‌ 4.6 The date for delivery shall in deliveryevery case be dependent upon prompt receipt of all necessary information, final instructions, or approvals from the Buyer shall give written notice in connection with any act required to enable the Seller requiring to despatch the delivery Goods. 4.7 If any Order for Goods is to be made within 14 days. Subject delivered by several instalments to the Buyer, each such instalment shall be treated as a separate and identifiable Contract and the rights of either party under each Contract shall be construed accordingly, including that the Seller may suspend delivery whilst payment is overdue in respect of any previous instalment in accordance with Condition 4.4, if 3.5.1. 4.8 If the Seller fails to fulfil make delivery or makes defective delivery of any instalment, such failure or defective delivery shall not affect the obligations of the parties under the Contracts in respect of the other instalments. 4.9 The Seller will endeavour to comply with reasonable requests by the Buyer for postponement of delivery within 14 daysof the Goods but shall be under no obligation to do so. Where delivery is postponed otherwise than due to default by the Seller then, without prejudice to all other rights and remedies available to the Seller, the Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper pay all costs and expenses incurred by the Supplier, including a reasonable charge for storage and transportation. 4.10 The Seller is under no obligation to accept Goods which are returned to the Seller due to an error on the part of the Buyer (including over ordering of Goods or holding an excess of stock) (the "Returned Goods"). Where the Seller agrees in obtaining replacement goods of similar description and quality in writing to accept Returned Goods the cheapest market availableBuyer shall pay the full price for the Goods, less the Price following, to the Seller:‌ 4.10.1 Goods returned within 30 days of delivery – 90% of the relevant Goodsprice will be refunded. 4.4 Seller shall not be liable for any delay in 4.10.2 Goods returned between 31 and 90 days (inclusive) after delivery – 80% of the price will be refunded. 4.10.3 Goods returned between 91 and 180 days (inclusive) after delivery – 60% of the price will be refunded. 4.10.4 Goods returned between 181 and 270 days (inclusive) after delivery – 40% of the price will be refunded. 4.10.5 Goods returned between 271 and 365 days (inclusive) after delivery – 20% of the price will be refunded; and 4.10.6 for Goods returned 366 days or Services where Buyer failed to provide written notice more after delivery there will be no refund, provided in accordance with Condition 4.3 or for any delay each case 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery comply with the conditions set out in Condition 4.12. For the purposes of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time deliverythis Condition 4.10, the Goods will be deemed to have been delivered by considered 'returned' when 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 is in physical possession of the Returned Goods. 4.11 If the Buyer refuses to take delivery of any Goods with no valid reason (whether such reason is valid is to be determined at the best absolute discretion of the Seller) (the "Refused Goods") the Buyer shall pay to the Seller the full delivery costs for the Refused Goods plus a handling charge of 10% of the price reasonably obtainable of the Refused Goods or £15, whichever is the higher.‌ 4.12 The Seller will only accept Returned Goods and Refused Goods if:‌ 4.12.1 the Goods are complete units of sale; and 4.12.2 the Goods are in the circumstances and charge same condition as at the date of delivery; and 4.12.3 the Goods are saleable. 4.13 If the Seller does not accept the Returned Goods or Refused Goods because such Goods do not meet the conditions set out in in Condition 4.12, the Buyer shall: 4.13.1 if the Buyer has not already paid the Seller for any shortfall below the Goods, pay the full Price of the Goods under to 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 Seller in accordance with such instructions. If such Packages are Condition 3, or 4.13.2 if the Buyer has already paid the Seller for the Goods, not so returned they be entitled to any refund. 4.14 The Seller will be chargeable at replacement value organise for the collection of all Returned Goods and no credit will be due on Packages for which a charge have been made Refused Goods accepted by Seller. "Packages" shall include bulk tankersthe Seller in accordance with Conditions 4.10, minibulks, flexis, crates, boxes or other containers 4.11 and pallets4.12.

Delivery. 4.1 Unless Seller shall make delivery to Buyer’s specified destination by the required due date(s) stated in this purchase order unless otherwise agreed otherwise to in writing by both Parties. If Seller cannot meet the partiesrequired due date(s), all Goods Seller is to notify Buyer promptly with a recovery date and make every reasonable effort at Seller’s expense to meet ▇▇▇▇▇’s due date. Buyer shall have the right to reject any goods or services which are delivered FCA (“Free carrier” provided in advance of or later than the Buyer’s due date(s). Time is of the essence of this purchase order and if delivery of goods or rendering of services is not completed by the time promised, ▇▇▇▇▇ reserves the right without liability in addition to its other rights and remedies to terminate this purchase order by notice effective when received by Seller as defined to goods not yet shipped or services not yet rendered and to purchase substitute goods or services elsewhere and charge Seller with any loss incurred. If in INCOTERMS 2020®) at order to comply with the place delivery date required by Buyer it becomes necessary for Seller to ship by a more expensive way than specified in this purchase order, any increased transportation costs resulting therefrom shall be paid for by Seller unless the Order Confirmation. 4.2 Any dates quoted necessity for delivery such rerouting or expedited handling has been caused by Buyer. Buyer reserves the right to inspect all goods and services purchased hereunder and at ▇▇▇▇▇’s discretion, ▇▇▇▇▇ may reject nonconforming goods and/or services. Buyer reserves all rights under applicable laws including, without limitation, rights under the Uniform Commercial code. Should Seller provide additional nonconforming goods and/or services against this purchase order, Seller shall, at Buyer’s request, provide a written corrective action report for Buyer’s review and approval. Payment for the goods delivered hereunder shall not constitute acceptance thereof. Buyer shall have the right to inspect such goods and to reject any or all said goods which are defective or nonconforming in Buyer’s sole judgment. Goods rejected and goods supplied in excess of the Goods or performance quantities called for herein may be returned to Seller at its expense and, in addition to other rights of Services are approximate onlyBuyer, Buyer may charge Seller all expenses of unpacking, examining, repacking and time of delivery is not of the essence. 4.3 reshipping such goods. In the event of delay in deliveryBuyer receives goods whose defects or nonconformity is not apparent on examination, Buyer reserves the right to require replacement, as well as payment of damages. Nothing contained in this purchase order shall give written notice to relieve Seller requiring in any way from the delivery to be made within 14 days. Subject to Condition 4.4obligation of testing, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description inspection and quality in the cheapest market available, less the Price of the relevant Goodscontrol. 4.4 Seller shall not be liable for any delay in delivery of the 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless 6.1 The Goods shall be delivered, carriage paid, to the Company’s place of business or to such other place of delivery as is agreed otherwise by the Company in writing prior to delivery of the Goods. The Seller shall off-load the Goods as directed by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place Company. 6.2 The date for delivery shall be specified in the Order ConfirmationOrder, or if no such date is specified then delivery shall take place within 28 days of the Order. 4.2 Any dates quoted for delivery 6.3 The Seller shall invoice the Company upon, but separately from, despatch of the Goods or performance of Services are approximate only, and time of to the Company. 6.4 The Seller shall ensure that each delivery is not accompanied by a delivery note which shows, the Company’s reference number, the Order number, date of order, number of packages and contents and, in the case of part delivery, the outstanding balance remaining to be delivered. 6.5 Time for delivery shall be of the essence. 4.3 In 6.6 Unless otherwise stipulated by the event of delay Company in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will , deliveries shall only be limited to (a) refunding any sums which Buyer has paid for accepted by the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer Company in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goodsnormal business hours. 4.4 Seller shall not be liable for 6.7 If any delay in delivery of is anticipated by the Seller then the Seller shall notify the Buyer without delay and if the Goods or Services where Buyer failed are not delivered on the due date then, without prejudice to provide written notice in accordance with Condition 4.3 or for any delay that is caused byother rights which it may have, the Company reserves the right to: (ia) a Force Majeure Event cancel the Contract in whole or in part; (iib) Buyer’s failure refuse to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take accept any subsequent delivery of the Goods when they which the Seller attempts to make; (c) recover from the Seller any expenditure reasonably incurred by the Company in obtaining the Goods in substitution from another supplier; and (d) claim damages for any additional costs, loss or expenses incurred by the Company which are ready in any way attributable to the Seller’s failure to deliver the Goods on the due date. 6.8 All Goods shall be properly packed and secured for delivery to the Company in an undamaged condition or as provided in any specification for packaging provided by the Company to provide the Seller as part of the Order. 6.9 If the Seller requires the Company to return any Delivery Information packaging material to enable the Seller that fact must be clearly stated on time delivery, any delivery note delivered to the Goods Company and any such packaging material will only be returned to the Seller at the cost of the Seller. 6.10 Where the Company agrees in writing to accept delivery by instalments the Contract will be deemed to have been delivered construed as a single contract in respect of each instalment. Nevertheless failure 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 deliver any of one instalment shall entitle the Goods Company at its option to treat the best price reasonably obtainable in the circumstances and charge Buyer for any shortfall below the Price of the Goods under the Contractwhole Contract as repudiated. 4.6 6.11 If Seller's delivery note or package labelling states that the Packages in which the Goods are delivered are returnable to Seller, such Packages the Company in excess of the quantities ordered the Company shall not be returned in accordance with such instructions. If such Packages are not so returned they bound to pay for the excess and any excess will be chargeable and will remain at replacement value the Seller’s risk and no credit will be due on Packages for which a charge have been made by returnable at the Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets’s expense.

Delivery. 4.1 Unless agreed otherwise 8.1 Time shall not be of the essence in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmationany sale. 4.2 Any dates quoted 8.2 WHILST EVERY EFFORT WILL BE MADE TO DISPATCH AND DELIVER THE GOODS WITHIN THE TIME QUOTED, ORIGINBLU DOES NOT GUARANTEE DISPATCH AND/ OR DELIVERY ON ANY SPECIFIC DATE AND SHALL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO ANY CONSEQUENTIAL DAMAGES THAT MAY BE SUFFERED BY THE CUSTOMER, AS A RESULT OF ANY DELAYS IN THE DELIVERY OF THE GOODS THAT MAY OCCUR, SAVE TO THE EXTENT THAT, ORIGINBLU MAY BE LIABLE FOR ANY LOSSES IN TERMS OF SECTION 47 OF THE CONSUMER PROTECTION ACT 68 OF 2008 (AS AMENDED). 8.3 ORIGINBLU may deliver the GOODS to the CUSTOMER’S premises or may agree to deliver the GOODS directly to any third party.The CUSTOMER agrees to accept delivery as soon as ORIGINBLU notifies the CUSTOMER that the GOODS are ready for collection or tenders delivery of the Goods GOODS to the CUSTOMER. If ORIGINBLU has agreed to deliver the GOODS and the CUSTOMER fails to give proper delivery instructions or to accept delivery as aforesaid, it shall be liable for all costs incurred by ORIGINBLU as a result of such failure (including without limitation, storage and insurance costs), which shall become immediately due and payable on demand, but such liability shall not affect its obligation to purchase the GOODS or the right of ORIGINBLU to claim damages for breach of such obligation. 8.4 Where the GOODS are to be delivered in instalments, each delivery shall constitute a separate contract, and failure by ORIGINBLU to deliver any one or more of the instalments in accordance with these terms and conditions or any claim by the CUSTOMER in respect of any one or more instalments shall not entitle the CUSTOMER to treat the whole AGREEMENT as repudiated. 8.5 IN ACCORDANCE WITH CLAUSE 8.1, THE CUSTOMER MUST SATISFY ITSELF THAT THE DESCRIPTION OF THE GOODS SHOWN ON THE DELIVERY NOTE ARE IN FACT THE GOODS ORDERED. IF THE CUSTOMER ACCEPTS SUCH GOODS, WHETHER OR NOT THEY ARE THE GOODS ORDERED. THE CUSTOMER WILL BE LIABLE TO PAY FOR THE GOODS AND WILL HAVE NO CLAIM AGAINST ORIGINBLU. 8.6 The preferred day and the time at which the delivery is to be made as well as the rate required, are to be mutually agreed upon in advance. Should adverse weather or other site problems necessitate a change in the agreed delivery, ORIGINBLU shall advise the CUSTOMER thereof as soon as reasonably possible. The CUSTOMER shall be liable for the cost of the delivery of any GOODS already dispatched prior to notification. The CUSTOMER shall not be entitled to cancel or repudiate any order or refuse delivery as a result of such delay. 8.7 ORIGINBLU reserves the right to refuse an order after 7 (Seven) days of being lodged, where costs have escalated due to any contingencies or circumstances not within ORIGINBLU’S control. 8.8 Should the dispatch of the GOODS be delayed as a result of the CUSTOMER‘S actions, the CUSTOMER shall be charged the expenses arising from such delay. 8.9 Should delivery be delayed due to Force Majeure, the delivery period shall be reasonably extended. ORIGINBLU shall notify the CUSTOMER, in due time, about the commencement and the end of such circumstances. 8.10 Should ORIGINBLU be prevented from the performance of Services are approximate onlyany of its obligations as a result of Force Majeure, ORIGINBLU shall be entitled, at its option, to cancel the AGREEMENT or to suspend performance of its obligations here under and shall not be liable whatsoever for any loss or damage (consequential or otherwise), resulting from such inability to perform its obligations, cancellation or suspension. 8.11 Unless otherwise agreed in writing, delivery and passing of the risk of the GOODS to the CUSTOMER shall be deemed to have taken place at the time the GOODS have left the premises of ORIGINBLU. This shall also apply to partial deliveries or if ORIGINBLU has agreed to provide other services, e.g. payment of the transportation costs, delivery of the GOODS. 8.12 Should dispatch be delayed or not be effected at all, due to circumstances for which ORIGINBLU is not responsible, risk shall pass to the CUSTOMER on the date on which the CUSTOMER receives advice of the essencedispatch/delivery of GOODS. 4.3 8.13 Partial deliveries shall be permissible to the extent acceptable to the CUSTOMER. 8.14 In the event of delay a shortage of raw materials or component parts specified in deliverythe contract for use in the production of GOODS, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer ORIGINBLU shall be entitled to cancel the Ordersubstitute such materials as it deems fit. Seller’s liability for such non-delivery will be limited All quotations are made subject to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 availability of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery GOODS or materials at the time of receipt of the 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 Goods or Services to be supplied on time (“Delivery Information”)CUSTOMER’S order. 4.5 If Buyer refuses or fails to take delivery of the 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 9.1 Unless otherwise agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 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 Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods all prices are net, FOB carrier, Seller’s warehouse and (b) the reasonable title to and proper costs and expenses incurred by Buyer in obtaining replacement goods risk of similar description and quality in the cheapest market available, less the Price loss of the relevant GoodsProduct shall pass to Buyer at F.O.B. point. Seller is not responsible for any loss, damage, or delay that may occur after Products have been accepted for shipment by the carrier. Claims for shipping damages must be made directly with the carrier. Applicable taxes, duties, foreign exchange, and other charges shall be calculated at the rate in effect at the time of transfer of title to Buyer. 4.4 9.2 Buyer shall cooperate fully with Seller’s efforts to deliver Product, and shall be appropriately prepared to safely and promptly receive Product when delivered. 9.3 Buyer is responsible for checking all Products to ensure that the correct volume, concentration levels, and type of Products have been received. Any shortage, excess, mis-shipment, or defect in any Product must be reported to Seller within seven (7) days of receipt of the Product by Buyer. Seller shall not be liable responsible for any delay in delivery claim for shortages or failure to meet specifications after this time. In case of bulk carload or tank car shipments, Seller’s weight shall govern absent manifest error. 9.4 Buyer shall provide adequate access to on site tanks, or other suitable receptacles, to allow for the efficient unloading of the Goods Products. 9.5 Late delivery or Services where failure to supply shall in no event entitle Buyer failed to provide written notice vary or cancel this Agreement, or to claim damages in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) respect thereof. Delivery of Products to Buyer’s failure location shall constitute delivery to provide Seller with adequate instructions, information, licences Buyer; and all risk of loss or authorisations to enable the Goods or Services to damage shall thereupon be supplied on time (“Delivery Information”)assumed by Buyer. 4.5 If 9.6 Upon Buyer’s reasonable request, Seller may, at its option, assist Buyer refuses in loading or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time deliveryunloading Product, the Goods but such assistance 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 claimsrendered at Buyer’s sole risk. BUYER SHALL DEFEND, wasted transportINDEMNIFY AND SAVE SELLER GROUP HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, storage and insurance). Following written notice to BuyerDAMAGES, 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 ContractINJURIES, LIABILITIES, ACTIONS, CLAIMS OR PROCEEDINGS OF WHATEVER NATURE ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH THE LOADING, DELIVERY OR UNLOADING OF THE PRODUCTS WHETHER OR NOT BASED ON SELLER GROUP’S ACTS OR OMISSIONS. 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing by will be raised to reflect the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmationbalance of charges outstanding taking into account any invoices already raised. Any invoice raised will be immediately payable. 4.2 Any dates quoted for delivery 6.1 The Company shall use its reasonable endeavours to make the Licensed Program Materials available on the Requested Delivery Date or as soon thereafter as is possible. 6.2 Subject to clause 6.2 and 20, if the Company fails to deliver the Licensed Program Materials within 30 days of the Goods Requested Delivery Date or performance of Services are approximate onlyany revised delivery dates reached by prior agreement with the Licensee, and time of delivery is not of the essence. 4.3 In Licensee shall be entitled after consultation with the event of delay in delivery, Buyer shall give Company to specify upon 30 days’ prior written notice to Seller requiring the Company such revised delivery date as it shall in its reasonable opinion think fit. 6.3 The Licensee acknowledges that the Company's ability to meet its obligations under this Agreement may depend on the Licensee and/or a third party likewise meeting its obligations. Consequently in so far as the Company is prevented from fulfilling any of its obligations as a result of a delay or act or omission by the Licensee it shall not be made within 14 days. Subject liable to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer Licensee for such failure and shall be entitled to cancel a commensurate extension of time and to the Order. Sellerextent the Company incurs additional cost as a result of the Licensee’s liability delay, act or omission the Company shall be entitled to recovery of all reasonable additional costs incurred as a result of the Licensee's delay, act or omission. 6.4 Onsite visits (for such non-delivery will be limited purposes as installation, Training or consultancy) booked and then cancelled by the Licensee will, in addition to (a) refunding any sums which Buyer has paid for clause 6.5, attract the undelivered Goods and (b) the following charges: 6.4.1 cancelled with more than 30 days’ notice, nil; 6.4.2 cancelled with 15 to 30 days’ notice 10%; 6.4.3 cancelled with 8 to 14 days’ notice, 25%; 6.4.4 cancelled with 2 to 7 days’ notice, 50%; 6.4.5 cancelled with less than 2 days’ notice 100%. The parties confirm that these liquidated damages are reasonable and proper costs and proportionate to protect Company’s legitimate interest in performance. 6.5 Any expenses incurred by Buyer in obtaining replacement goods the Company relating to the provision of similar description any onsite visits such as costs and quality in the cheapest market availableexpenses, less the Price of the relevant Goods. 4.4 Seller shall including but not be liable for any delay in delivery of the Goods or Services where Buyer failed limited 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 instructionstravel, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods subsistence and accommodation expenses will be deemed to have been delivered payable 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 ContractLicensee. 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing 6.1 Delivery of the Goods shall be made by the parties, all Buyer collecting the Goods at Condale’s premises at any time after Condale has notified the Buyer that the Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at ready for collection or, if some other place for delivery is agreed by Condale, by Condale delivering the place specified in the Order ConfirmationGoods to that place. 4.2 6.2 Any dates quoted for delivery of the Goods or performance of Services are approximate only, 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 Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 Condale shall not be liable for any delay in delivery of the Goods or Services where Buyer failed however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by Condale in writing. The Goods may be delivered by Condale in advance of the quoted delivery date on giving reasonable notice 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) the Buyer’s failure to provide Seller with adequate instructions, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 6.3 If the Buyer refuses or fails to take delivery of the Goods when they are ready or fails to give Condale 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 Condale’s fault) then, without limiting any other right or remedy available to provide any Delivery Information to enable on time deliveryCondale, Condale may:  store the Goods will be deemed to have been delivered by until actual delivery and charge the due date and Seller may charge Buyer for all related the reasonable costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also ) of storage; or  sell any of the Goods at the best price reasonably readily obtainable in and (after deducting all reasonable storage and selling expenses) account to the circumstances and Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the Price of the Goods price under the Contract. 4.6 If Seller's delivery note or package labelling states that the Packages in which 6.4 Where the Goods are to be delivered are returnable in instalments, each delivery shall constitute a separate contract and failure by Condale to Seller, such Packages shall be returned deliver any one or more of the instalments in accordance with such instructions. If such Packages are these Terms or any claim by the Buyer in respect of any one or more instalments shall not so returned they will be chargeable at replacement value and no credit will be due on Packages for which entitle the Buyer to treat the Contract as a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletswhole as repudiated.

Delivery. 4.1 Unless agreed otherwise 6.1 The Seller reserves the right to deliver up to 20 per cent more or 20 per cent less than the quantity ordered without any adjustment in writing by the partiesprice, all and the quantity so delivered shall be deemed to be the quantity ordered 6.2 Delivery shall be at the premises specified in the Contract and unless the Seller notifies the Buyer to the contrary the prices for the Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) shall include any packing, insurance, delivery or transportation charges to such premises. Where delivery is to be effected elsewhere than at the Seller’s works or warehouses the Buyer shall be responsible for unloading the Goods at the place specified of delivery from the transport provided by the Seller. The type of transport will be at the sole discretion of the Seller unless the Buyer notifies the Seller in Writing at the Order Confirmation.time the Buyer places the relevant order of any unacceptable types of transport 4.2 6.3 Any dates quoted for delivery of the Goods or performance of Services are approximate only, 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 Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 shall not be liable for any delay in delivery of the Goods or Services where Buyer failed howsoever caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in Writing. The Goods may be delivered by the Seller in advance of the quoted delivery date on giving reasonable notice to provide written notice the Buyer 6.4 Unless otherwise previously agreed by the Seller in accordance with Condition 4.3 or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure Writing the Seller shall have no obligation to provide Seller with adequate instructions, information, licences or authorisations to enable pack the Goods or Services to be supplied on time (“Delivery Information”).provide any form of protection against the weather during transit 4.5 6.5 If the Buyer refuses or fails to take delivery of Goods tendered in accordance with the Contract or fails to give the Seller adequate delivery instructions the Seller shall be entitled to immediate payment in full for the Goods when they are ready for delivery or so tendered and at its sole discretion elect either:- 6.5.1 to provide any Delivery Information to enable on time delivery, store the Goods will be deemed to have been delivered by until actual delivery and charge the due date and Seller may charge Buyer for all related the reasonable costs and expenses (including for demurrage claimswithout limitation insurance, wasted transport, storage finance and insurance). Following written notice storage) of so doing; or 6.5.2 to Buyer, Seller may also sell any of the Goods at the best price reasonably readily obtainable in and (after deducting all reasonable storage, finance and selling expenses) account to the circumstances and Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the Price of the Goods price under the Contract. 4.6 If Seller's 6.6 Unless otherwise previously agreed by the Seller in Writing the Seller may effect delivery note in one or package labelling states that more instalments. Where delivery is effected by instalments each delivery shall constitute a separate contract and failure by the Packages in which Seller to deliver any one or more of the Goods are delivered are returnable to Seller, such Packages shall be returned instalments in accordance with such instructions. 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 nor to claim compensation or to terminate or suspend the Contract and/or reject those or subsequent deliveries 6.7 If such Packages are 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 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 cheapest available market) of similar goods to replace those not so returned they will be chargeable at replacement value and no credit will be due on Packages for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.delivered over the price of the Goods

Delivery. 4.1 a. All Products will be packed and shipped in accordance with this Order and with all applicable laws and regulations. In the absence of any specific instructions on the PO or applicable laws and regulations, Seller will comply with best practices to ensure the Products’ safe arrival at Diodes’ destination listed on the PO at the lowest transportation cost. Risk and full title, as well as the unrestricted property right in the Products (including without limitation any and all intellectual property rights relating to the intended use of the Products), will pass from Seller to Diodes according to the delivery term on the PO; and if no such term is specified, it will be DDP (Incoterms 2020).Seller will mark on containers all necessary handling, loading and shipping instructions. An itemized packing list will be included with each shipment. Seller will be solely liable for any delay, errors, omissions or mistakes in the shipment or delivery of the Products resulting from any incomplete or incorrect information provided by Seller. Unless Diodes has otherwise agreed otherwise in writing, Seller must deliver the exact quantities specified. Diodes reserves the right to reject incomplete deliveries or any deliveries shipped in excess of the quantities indicated on the PO, including partial deliveries and delivery by separate installments. No replacement or substitution will be made for any such Products unless previously authorized in writing by the partiesDiodes. Further, all Goods are delivered FCA (“Free carrier” as defined if Seller plans to make any change to Diodes’ material specifications for Products under this Order, Seller must immediately notify Diodes in INCOTERMS 2020®) writing and receive Diodes’ prior written approval before putting into effect such change. b. TIME IS OF THE ESSENCE ON THIS ORDER. If delivery cannot be made at the specified time and place specified in accordance with the Order, Seller will promptly notify Diodes of the earliest possible date for conforming delivery and will only deliver the Products after receiving written approval from Diodes. Notwithstanding such notice, and unless otherwise agreed by Diodes in writing, such delay will entitle Diodes to terminate, without liability, this Order as to Products not yet delivered and Products that had delivered in contravention of this Order, by notice effective upon receipt by Seller. If Diodes approves the delayed delivery in writing, Diodes will have right to require Seller to Diodes a late delivery fee calculated at the rate of 5% of the purchase price of the Products involved in the Order Confirmation. 4.2 Any dates quoted late delivery or the maximum amount permitted by law for delivery each day of delay beginning on the day of the Goods originally agreed delivery date and ending on the date of receipt of such delayed Products by Diodes. Further, if a late or performance short delivery causes Diodes to be delayed or in breach of Services are approximate onlyan order with a customer and Diodes suffers damages as a result (including having to pay expedited shipping or penalties pursuant to Diodes’ order with its customer, and time of delivery is not of the essence. 4.3 In or having to procure replacement Products from an alternative supplier), Seller will make Diodes whole from any such resulting damages, without prejudice to any other remedies or rights Diodes may have in the event of delay late or short delivery hereunder. c. If in deliveryorder to comply with Diodes’ required delivery date it becomes necessary for Seller to ship by a more expensive method than specified in this PO, Buyer shall give written notice to Seller requiring will bear responsibility for any increased transportation costs, unless the necessity for such rerouting or expedited handling has been solely caused by Diodes. Diodes’ receipt or acceptance of all or part of a nonconforming delivery to be made within 14 dayswill not constitute a waiver of any claim, right, or remedy that Diodes has under this Order or under applicable law. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall Diodes will be entitled to cancel the Order. retain, but will not be bound to pay for, any excess and such excess will be and remain at Seller’s liability risk. No early deliveries will be accepted or paid for unless Diodes notifies Seller in writing of its intention to accept and pay for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 Goodsdeliveries. 4.4 d. Seller shall not be liable for will take any delay in delivery of the Goods or Services where Buyer failed and all necessary actions to provide written notice in accordance with Condition 4.3 or for any delay ensure that is caused by: (i) a Force Majeure Event the Products will be duly protected from any damage likely to be caused by fluctuations in temperature, exposure to sunlight, or other relevant factors may affect the quality of the Products; and (ii) Buyer’s failure to provide Seller with adequate instructionsall data, information, licences or authorisations materials, manuals, documentation, etc. provided by Seller concerning the Products are accurate and complete and conform to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.agreed specifications

Delivery. 4.1 Unless agreed otherwise in writing 6.1 Delivery of the Goods shall be made by CCD to the Delivery address. Deliveries will be made using articulated vehicles as the standard method of delivery, however, CCD may use other vehicle types at CCD’s discretion. If the Buyer has a specific vehicle requirement or if there are any limitations on the size of vehicle used for delivery this must be specified by the parties, all Goods are delivered FCA (“Free carrier” Buyer as defined in INCOTERMS 2020®) at the place specified a Delivery Constraint in the CCD Order Confirmation. 4.2 Any dates quoted 6.2 Time and date for delivery shall not be of the essence unless previously agreed by CCD in writing. CCD will endeavour to deliver the Goods on the Estimated Delivery Date(s) but the Goods may be delivered by CCD in advance of the Estimated Delivery Date(s) upon giving reasonable notice to the Buyer. 6.3 CCD may elect to deliver the Goods in instalments and, where the Goods are to be delivered in instalments, failure by CCD to deliver any one or performance more of Services are approximate only, and the instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated. 6.4 If CCD fails to deliver the Goods (where time of delivery is not of the essence. 4.3 In ) for any reason other than Force Majeure or any cause beyond CCD’s reasonable control or the event of delay in deliveryBuyers fault, Buyer shall give written notice and CCD is accordingly liable to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4Buyer, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. SellerCCD’s liability for such non-delivery will shall be limited to the excess (aif any) refunding any sums which of the cost to the Buyer has paid for (in the undelivered Goods and (bcheapest alternative market) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement of goods of similar description and quality in specification to the cheapest market available, less Goods to replace those not delivered over the Total Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of 6.5 If the 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready or fails to give CCD adequate delivery instructions at the time stated for delivery or to provide any Delivery Information to enable on time deliverythen, CCD may: 6.5.1 store the Goods will be deemed to have been delivered by until actual delivery and charge the due date and Seller may charge Buyer for all related the reasonable costs and expenses (including for demurrage claims, wasted transport, storage and insurance). Following written notice to Buyer, Seller may also ) of storage; or 6.5.2 sell any of the Goods at the best price reasonably readily obtainable in and (after deducting all reasonable storage, insurance and selling expenses) charge the circumstances and charge Buyer for any shortfall below balance due to make payment up to the Price of the Goods under the ContractTotal Price. 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing by 17.1 The Goods shall be delivered to the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified Barclays Premises described in the Purchase Order Confirmation(or to such other destination as may be specified by Barclays) on the date or within the period stated on the Purchase Order and in either case during the normal business hours of Barclays. 4.2 Any dates quoted 17.2 The Supplier shall provide to Barclays in good time any instructions or other information required to enable Barclays to accept delivery of the Goods. 17.3 The Goods shall be properly packed and secured in such a manner as to reach their destination in a good condition having regard to the nature of the Goods and the other circumstances of the case. The Supplier shall off-load the Goods at its own risk as directed by Barclays. 17.4 Barclays shall have no obligation to pay for or return packing cases, skids, drums or other articles used for packing the Goods whether or not re-usable. 17.5 The time of delivery of the Goods or performance of Services are approximate only, and time of delivery is not shall be of the essenceessence of the Agreement. 4.3 In 17.6 All Goods should be accompanied by a detailed advice note stating the event Purchase Order number and giving full particulars of delay the Goods supplied. 17.7 If the Goods are delivered to Barclays in deliveryexcess of the quantities set out in the Purchase Order, Buyer Barclays shall give written notice not be bound to Seller requiring pay for the excess and any excess shall be and remain at the Supplier's risk and shall be returnable at the Supplier's expense. 17.8 Upon delivery of the Goods to Barclays, Barclays shall (within 15 Business Days after the delivery of the relevant Goods) either reject or accept the Goods. Barclays shall not be deemed to be made within 14 days. Subject have accepted the Goods until it has had 15 Business Days after delivery of the relevant Goods to Condition 4.4inspect the relevant Goods, or in the case of a latent defect in the Goods, until a reasonable time after the latent defect has become apparent. 17.9 Without prejudice to any other right or remedy Barclays may have, if Seller any Goods are not supplied in accordance with, or if the Supplier fails to fulfil comply with, any of the delivery within 14 daysterms of this Agreement, Buyer Barclays shall be entitled to cancel avail itself of any one or more of the Order. Seller’s liability for such non-delivery will be limited to following remedies at its discretion: (a) refunding any sums which Buyer has paid to reject the Goods (in whole or in part) and return them to the Supplier at the risk and cost of the Supplier on the basis that a full refund for the undelivered Goods and so returned shall be paid forthwith to Barclays by the Supplier; (b) to give the reasonable and proper costs and expenses incurred by Buyer Supplier the opportunity (at the Supplier's expense) either to remedy any defect in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for supply replacement Goods and carry out any delay other necessary work to ensure 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery terms of the Goods when they Agreement are ready for delivery or fulfilled; (c) to provide any Delivery Information to enable on time delivery, the Goods will be deemed to claim such damages as may have been delivered by as a result of or in connection with the due date and Seller may charge Buyer for all related costs and expenses Supplier's breach or breaches of the Agreement; or (including for demurrage claims, wasted transport, storage and insurance). Following d) to terminate this Agreement in whole or in part immediately upon giving 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 ContractSupplier. 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 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 Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s sole liability and Buyer’s exclusive remedy for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) reimbursing Buyer for the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality in quality, at the cheapest lowest available market availableprice, less the Price of the relevant Goods. 4.4 Seller shall not be liable for any delay in delivery of the 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.been

Delivery. 4.1 Unless agreed otherwise 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 receipt of all specifications, as applicable, and in writing by the partiescase of non-standard items, all any such date is subject to Seller's receipt of complete information necessary for design 3.2 Seller may, in its sole discretion, without liability or penalty, deliver partial shipments of Goods to Buyer and ship the Goods as they become available, in advance of the quoted delivery date. If the Goods are delivered FCA (“Free carrier” in installments, then insofar as defined in INCOTERMS 2020®) 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 the place Seller’s designated shipment point or as otherwise specified in the Basic Purchase Order Confirmation. 4.2 Any dates quoted Terms (each, “Seller’s Shipment Point") using Seller's standard methods for delivery of the Goods or performance of Services are approximate only, packaging and time of delivery is not of the essence. 4.3 In the event of delay in delivery, shipping such Goods. Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 shall not be liable for any delay in delivery of the 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, within 5 days of Seller's written notice that the Goods will 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) legal title and risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered by delivered; and (iii) Seller, at its option, may store the due date and Seller may charge Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including for demurrage claimsincluding, wasted transportwithout limitation, 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed Deliveries are to be made in quantities and at times specified on the face hereof or, if not so specified, then as set forth on delivery schedules furnished by Cummins. Delivery shall be made FOB Cummins location that is delivered to Cummins point of use, freight pre-paid, unless otherwise in writing by stipulated on the parties, all Goods are delivered FCA face of the Purchase Order. Time for delivery shall be of the essence of the contract period. Delivery shall be FIS (“Free carrier” as defined in INCOTERMS 2020®2010) at the place specified in the Order Confirmationand title to Supplies shall pass to Cummins on delivery. 4.2 Any dates quoted for Supplier shall, upon ▇▇▇▇▇▇▇’ request, suspend shipment and delivery of the Goods or performance of Services are approximate only, and time of delivery is not of the essenceSupplies to be furnished hereunder as ▇▇▇▇▇▇▇ may request. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery Goods shipped must be as specified and no substitutes or changes are to be made within 14 dayswithout Cummins written permission. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery Any excess deliveries will be limited subject to (a) refunding any sums which Buyer has paid for return at the undelivered Goods and (b) the 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 Goodssupplier’s expense. 4.4 Seller A full set of documents are to be rendered for each shipment and forwarded only to Cummins on the day of shipment. Bills of Lading must be forwarded under separate registered mail. All invoices and shipping documents must show the Purchase Order number as set out herein. Any loss of profits, bonding or wharf charges or consequential damages arising from not adhering to these and the following shall be payable by the Supplier. For Domestic Shipments or Deliveries, invoices (Original only), delivery dockets and/or shipping specifications (in triplicate) are required. Invoices are to be mailed to the invoicing address shown on this Purchase Order and not be liable for any delay enclosed with goods supplied. For Foreign Shipments, Custom Invoices, Bills of Lading and Shipping specifications in delivery of quadruplicate, the Goods or Services where Buyer failed to provide written notice whole properly completed and certified 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 Goods or Services to be supplied on time (“Delivery Information”)Malaysia Customs Regulations. 4.5 If Buyer refuses or fails to take delivery of the 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless 8.1 Except as otherwise agreed otherwise by both parties in writing by the parties, all Goods are delivered FCA EXW (“Free carrier” ex works) Seller’s manufacturing plant stated in the relevant purchase order. EXW (ex works) is as defined in INCOTERMS 2020®2010. The Buyer will provide at its expense adequate and appropriate equipment and manual labour for loading or off-loading (as appropriate) at the place specified in the Order ConfirmationGoods. 4.2 Any 8.2 All delivery dates quoted 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 of the Goods or performance of Services dates and/or times are approximate onlyspecified, and time delivery will be within a reasonable time. Time of delivery is will not be of the essence. 4.3 In 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 for the account of the Buyer and will be added to the Prices and invoiced in accordance with Condition 14.2. 8.5 Any delay in delivery will not entitle the Buyer to cancel the purchase order unless 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 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 event of delay in delivery, Buyer shall give non-delivery of the Goods following the service of a written notice to Seller requiring by the delivery to be made within 14 days. Subject to Buyer under Condition 4.4, if Seller fails to fulfil 8.5 the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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. 4.4 . The Seller shall not be liable will have no liability for any delay in delivery of the 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 deliver to enable the Goods or Services to be supplied on time (“Delivery Information”).extent that such failure is 4.5 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 Delivery Information instructions, documents, licences or authorisations required to enable the Goods to be delivered on time delivery(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 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 for demurrage claims, wasted transport, storage and insurance). Following ; and/or 8.7.2 recover from the Buyer all wasted transport costs resulting from the Buyer’s refusal or failure to take delivery of the Goods when tendered for delivery; and/or 8.7.3 following written notice to the Buyer, Seller may also 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 Contract, having taken into account any charges related to the sale and any charges referred to in Conditions 8.7.1 and 8.7.2. 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise in writing by the parties, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) at the place specified in the Order Confirmation. 4.2 Any 5.1 All times or dates quoted given for delivery of the Goods or performance of Services Products are approximate only, given in good faith and time of delivery is not of the essence. 4.3 In the event of TCL shall be entitled to delay in delivery, Buyer shall give written notice up to Seller requiring the delivery to be made within 14 daysa reasonable period upon mutual discussion with Buyer. Subject to Condition 4.4the foregoing, if Seller fails TCL will use its reasonable endeavors to fulfil deliver the Products to Buyer on or before the new delivery within 14 daysdate but shall not in any event be liable for delay before such new delivery date. 5.2 TCL shall have the sole and absolute discretion to decide the mean of handling and/or delivery of the Products that it deems fit and appropriate. If Buyer requires special handling for and/or delivery of the Products, it shall promptly notify TCL and subject to additional terms and conditions which shall be mutually agreed by and between the Parties, TCL may agree to accede to such request. 5.3 TCL shall on notice to Buyer have the right to make delivery by instalments of such quantities and at such intervals as it may decide. Where TCL exercises its rights under this provision, each instalment shall constitute a separate order and any failure or defect in delivery of any one or more instalments shall not entitle Buyer to repudiate this Agreement as a whole nor to cancel any subsequent instalment. 5.4 Where TCL issues formal shipment note to Buyer which certifies delivery of the Products (“Delivery Documentation”) which may be sent out together with the Products, upon receipt of the Products, Buyer shall, through its authorised representative, acknowledge receipt of the Products by its authorised representative signing on the Delivery Documentation and by which conduct, in such case, Buyer shall be entitled deemed to cancel have duly received delivery of all the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality Products set out in the cheapest market available, less Delivery Documentation and the Price Delivery Documentation bearing the signature of ▇▇▇▇▇'s authorised signatory shall be a conclusive evidence of the relevant Goods. 4.4 Seller shall not be liable for any delay in due delivery of the Goods or Services where Buyer failed Products set out in the Delivery Documentation by TCL 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 5.5 In all other cases, the Buyer shall be deemed to have duly received delivery of all the Products no later than the fifteenth (15th) day after the actual date of delivery. 5.6 If Buyer refuses fails to give TCL adequate delivery instructions or details, fails to take delivery of the Goods when they are ready for Products, fails to accept delivery of the Products or fails to provide any Delivery Information appropriate facilities at the designated delivery address to enable on time deliveryTCL to make delivery of the Products, and provided such failure has not been resolved within seven (7) days after the delivery date as stated in the PI, without prejudice to any other right or remedy available to TCL whether under this Agreement, the Goods will Applicable Law or otherwise, TCL shall be deemed entitled to have been delivered by elect, at its sole and absolute discretion: (i) to store the due date Products until actual delivery and Seller may charge Buyer for all related the costs and expenses of storage; (including for demurrage claims, wasted transport, storage and insurance). Following written notice ii) to Buyer, Seller may also sell any of or dispose the Goods Products at the best price reasonably readily obtainable in the circumstances and (after deducting all reasonable storage and selling expenses) charge Buyer for any the shortfall (if any) below the Price of the Goods price 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 PI. Buyer shall be returned in accordance with liable to TCL for the related fees and expenses and to promptly provide any documents required by TCL and relevant authorities for TCL to reclaim 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsProducts.

Delivery. 4.1 5.1 Unless otherwise agreed otherwise in writing by the partiesCompany, all the Goods are (or any tangible Deliverables) shall be delivered FCA EXW (“Free carrier” as defined in INCOTERMS Incoterms 2020®) at the place specified Company’s facilities in the Order ConfirmationWitney, Oxfordshire, UK. 4.2 5.2 If the Company agrees to arrange carriage or insurance on behalf of the Buyer, all associated charges shall be invoiced to the Buyer and paid within thirty (30) days of the date of invoice unless otherwise specified by the Company (excepting website orders where carriage will be paid at the time of order). Transportation will normally follow the Buyer’s shipping instructions but the Company may ship Goods freight collect or select other means of transportation and routing if it deems the Buyer’s instructions unsuitable. 5.3 Any dates quoted specified by the Company for delivery of the Goods or performance of Services are approximate only, estimates and time of for delivery is shall not be of the essence. 4.3 In the event of delay in delivery, 5.4 The Buyer shall give written notice obtain and provide any necessary import licences, authorisations or instructions to Seller requiring enable the Company to deliver the Goods (or tangible Deliverables) at the agreed delivery to be made within 14 dayspoint, and shall arrange for loading or unloading. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery The Company will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 shall not be liable for any delay in delivery of delays caused by the 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 perform its obligations. If the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails for any reason to take delivery of the Goods when (or Deliverables) at the agreed time then 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 and the Company may store them at the Buyer’s cost until they are collected by the due date Buyer or its nominated carrier or re- shipped by the Company. 5.5 The Company may deliver the Goods by separate instalments as agreed with the Buyer. Each instalment shall be a separate Contract for the purposes of these terms and Seller may charge conditions. 5.6 Any liability of the Company for any shortfall or failure in delivery of any Goods will be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract price against any invoice raised for such Goods. 5.7 The Goods (or tangible Deliverables) are at the risk of the Buyer for all related costs and expenses (including for demurrage claims, wasted transport, storage and insurance)from the time of delivery. Following written notice to Buyer, Seller may also sell any Ownership of the Goods at shall pass to the best price reasonably obtainable Buyer on payment in the circumstances and charge Buyer full for any shortfall below the Price of the Goods under the Contractthose Goods. 4.6 If Seller's delivery note 5.8 The Buyer shall provide to the Company any documents reasonably requested by the Company to evidence proof of export or package labelling states that the Packages in which the Goods are delivered are returnable to Sellerdelivery, 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes tax or other containers and palletspurposes.

Delivery. 4.1 Unless agreed otherwise in writing 6.1 The Goods shall be delivered to, and the Services shall be performed at, the address specified by the partiesCompany on the date or within the period stated in the Order, in either case during the Company’s usual business hours. The Company reserves the right to amend any delivery instructions. Delivery shall be deemed to be made on receipt of the Goods and/or the Services by the Company in accordance with all terms of the Contract. 6.2 In order to confirm receipt of a delivery of Goods are delivered FCA (“Free carrier” as defined the Seller shall obtain, on delivery, the signature of a representative of the Company or the person to whom the Seller has been instructed to effect delivery of the Goods. This confirmation shall be evidence of delivery only but shall not amount to acceptance of the Goods. 6.3 Time of delivery of the Goods and of performance of the Services is of the essence of the Contract. Notwithstanding this, if for any reason the Company requests delivery or performance to be delayed, the Seller shall agree to such request at no extra cost to the Company and the provisions of this Contract Term 6 shall apply to any such revised date for delivery or performance. 6.4 The Goods shall be marked in INCOTERMS 2020®) accordance with the Company’s instructions and shall be properly packed, secured and despatched at the Seller’s expense to arrive in good condition by the delivery date and at the place specified in the Order ConfirmationOrder. 4.2 Any dates quoted for 6.5 The Seller shall, at its own expense, furnish such production and delivery of plans as the Goods Company may reasonably require and shall give in writing notice to the Company immediately if such programmes are or performance of Services are approximate only, and time of delivery is not of the essencemay be delayed. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 shall not be liable for any delay in delivery of the 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 6.6 If Buyer refuses or fails to take delivery of the 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 Sellerthe wrong destination the Seller will be held responsible for any additional expense in delivering them to their correct location. 6.7 Unless otherwise provided by the Contract, such Packages all Packaging supplied by the Seller shall be returned considered as non-returnable, and their cost included in accordance with such instructionsthe Price. If such Packages are not so returned Where the Company agrees to return Packaging, full disposal particulars must be quoted on the Seller’s delivery advice note. The empties must have legible marks to show to whom they belong and the Seller will be chargeable at replacement value required to bear all carriage and cartage charges of the Packaging. The Company accepts no credit will be due on Packages liability for which a charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes Packaging lost or other containers and palletsdamaged in transit.

Delivery. 4.1 Unless agreed otherwise in writing by the parties3.1 The Goods shall be delivered, all Goods are delivered FCA (“Free carrier” as defined in INCOTERMS 2020®) properly packed and marked, at the agreed place specified in the Order Confirmation. 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 Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the reasonable and proper costs and expenses incurred by Buyer in obtaining replacement goods of similar description and quality Unless otherwise expressly stated in the cheapest market availableAgreement, less delivery shall take place in accordance with the Price provisions of INCOTERMS 2000. Unless stated otherwise in the relevant Goods. 4.4 Purchase Order, Seller at its cost shall unload the Goods at the specified location. Seller shall not be liable for all or any delay in delivery of the damage, loss or destruction to any Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 property resulting from improper packaging or for any delay that is caused by: (i) a Force Majeure Event or (ii) Buyer’s failure to provide Seller with adequate instructionshandling by Seller. Unless otherwise agreed, information, licences or authorisations to enable the Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will shall 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 taken place when the Goods are delivered are returnable handed (or services performed) over to SellerBuyer at Buyer's premises. Unless otherwise agreed, risk of damage to the goods passes upon delivery. 3.2 If Buyer is responsible for transportation, Seller shall in good time prior to dispatch, request dispatch instructions from ▇▇▇▇▇. If Seller is responsible for transportation, he shall, in due time, send an advice note, advising of dispatch so that ▇▇▇▇▇ may make preparations for receipt of the Goods. 3.3 If Seller has reason to assume that any part of the delivery may be delayed, he shall notify Buyer promptly thereof. Seller shall, without undue delay, inform ▇▇▇▇▇ in writing about the cause of the delay, the estimated effect on the agreed time of delivery and proposed remedial actions to avoid or reduce the delay. If ▇▇▇▇▇▇'s remedial action to avoid or reduce the delay is deemed to be inadequate, Buyer may demand Seller to take effect measures considered necessary. The costs of such Packages measures shall be returned borne by Seller. If the delay is caused by circumstances for which ▇▇▇▇▇ is responsible, Buyer may only demand that such measures are put into effect in accordance with such instructions. If such Packages are not so returned they will be chargeable at replacement value and the provisions given in clause 12. 3.4 In no credit will be due on Packages circumstances shall the Seller delay or suspend the delivery of goods for any reason whatsoever to the Buyer for which a charge have payment has not been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and palletsreceived from Buyer.

Delivery. 4.1 Unless 8.1 Except as otherwise agreed otherwise by both parties in writing by the parties, all Goods are delivered FCA EXW (“Free carrier” ex works) Seller’s manufacturing plant stated in the relevant purchase order. EXW (ex works) is as defined in INCOTERMS 2020®2010. The Buyer will provide at its expense adequate and appropriate equipment and manual labour for loading or off-loading (as appropriate) at the place specified in the Order ConfirmationGoods. 4.2 Any 8.2 All delivery dates quoted 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 of the Goods or performance of Services dates and/or times are approximate onlyspecified, and time delivery will be within a reasonable time. Time of delivery is will not be of the essence. 4.3 In 8.3 The Seller will be deemed not to be in breach of the event 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 for the account of the Buyer and will be added to the Prices and invoiced in accordance with Condition 14.2. 8.5 Any delay in delivery, delivery will not entitle the Buyer shall give 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 purchase order which has been cancelled; and 8.5.2 the Buyer will be under no liability to make any payments under Condition 14 days. in respect of that purchase order or part of the purchase order which has beencancelled. 8.6 Subject to Condition 4.412, if Seller fails to fulfil in the event of non-delivery within 14 days, of the Goods following the service of a written notice by the Buyer shall be entitled to cancel under Condition 8.5 the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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. 4.4 . The Seller shall not be liable will have no liability for any delay in delivery of failure to deliver to the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 or for any delay extent that such failure is caused by: (i) a Force Majeure Event or (ii) by the Buyer’s failure to provide the Seller with adequate instructionsdelivery 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, information, licences or authorisations the Seller shall have no liability whatsoever to enable the Goods or Services to be supplied on time (“Delivery Information”)Buyer for such non-delivery. 4.5 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 Delivery Information instructions, documents, licences or authorisations required to enable the Goods to be delivered on time delivery(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 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 for demurrage claims, wasted transport, storage and insurance). Following ; and/or 8.7.2 recover from the Buyer all wasted transport costs resulting from the Buyer’s refusal or failure to take delivery of the Goods when tendered for delivery; and/or 8.7.3 following written notice to the Buyer, Seller may also 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 Contract, having taken into account any charges related to the sale and any charges referred to in Conditions 8.7.1. and 8.7.2. 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise All Finished Products and/or Samples to be delivered pursuant to this Agreement shall be delivered in writing accordance with this Section 14.7, and the Specifications and suitably packed for shipment, and marked for shipment to the final destination point indicated in Esprit’s Purchase Order. Delivery will not be complete unless each shipment is accompanied by the parties, all Goods are delivered FCA a Certificate of Analysis and Compliance (“Free carrier” as defined in INCOTERMS 2020®this Section 14.7) at and any required export documentation. All Finished Product and Samples supplied to Esprit hereunder (other than * manufactured under *) shall have the place specified longest remaining shelf life reasonably possible, but in the Order Confirmation. 4.2 Any dates quoted for delivery of the Goods or performance of Services are approximate onlyany event not less than * based on * dating, and time of delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the after delivery to be made within 14 daysEsprit. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer The shipping packaging used in connection with deliveries of Finished Products and/or Samples shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 shall not be liable for any delay in delivery of the Goods or Services where Buyer failed to provide written notice in accordance with Condition 4.3 cGMP with respect to protection of the Finished Products and/or Samples during transportation, taking into consideration the mode(s) of transport Esprit has elected to use for each such shipment, the final destination point of each such shipment and reasonable expectations as to shipment time duration and possible delays associated therewith. Indevus will deliver 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 Goods or Services cause to be supplied on time (“Delivery Information”). 4.5 delivered all Finished Products and/or Samples to the carrier nominated by Esprit at a point selected by Indevus. If Buyer refuses or fails Esprit nominates a Third Party other than a carrier to take delivery of receive the Goods when they are ready for delivery or to provide any Delivery Information to enable on time deliveryFinished Products and/or Samples, the Goods will Indevus shall be deemed to have been fulfilled its obligation to deliver the Finished Products and/or Samples when the Finished Products and/or Samples are delivered to that Third Party. Title and risk of loss shall transfer to Esprit upon delivery, F.O.B. to the carrier or Third Party designated by Esprit. For purposes of this Section 14.7, “Certificate of Analysis and Compliance” means a document as determined by mutual agreement of the Parties, signed by the due date designated quality manager of Indevus or Indevus’ Third Party Manufacturer, as applicable, and Seller may charge Buyer provided by such Person to Esprit, that sets forth the analytical test results against the Specifications for a specified Batch or lot of Finished Products and/or Samples and that certifies that each Batch or lot of Finished Products and/or Samples was produced and tested in compliance with the Specifications, cGMPs, the master Batch record and 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 Contractapplicable FDA Approvals. 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise Seller shall deliver or have delivered by Product Maker or by Product Formulator the Product to the recipient as indicated by Buyer. The Product shall be packaged in writing by keeping with the parties, all Goods are delivered FCA (“Free carrier” as defined nature of the Product in INCOTERMS 2020®) order to maintain its qualities. Risk for the Product and transfer of title shall pass to Buyer at the time of delivery. Seller shall provide to Buyer the following documents: (i) the Certificate(s) of Analysis related to the Product (ii) the different “Batch Production Record(s)” related to the product and (iii) all documents that may be required regarding the GMP or FDA requirements related to the Product for each delivery at the time of such delivery. Delivery of the Product will be made EXW, manufacturing premises, INCOTERMS 2000 [the Seller delivers when he places the goods at the disposal of the Buyer at the Seller’s premises or another named place - not cleared for export and not loaded on any collecting vehicle. Seller is not responsible for loading the Product or for clearing the Product for export. Buyer bears all costs and risks involved in taking the Product from the Seller’s premises to the desired destination and the related consequences shall apply even when Seller accepts to arrange transportation on behalf of Buyer]. The place of delivery will be specified in the applicable Purchase Order. All orders of Products shall be delivered by Seller within the time period referred to in the applicable Purchase Order Confirmation. 4.2 Any dates quoted for (the “Delivery Time”). Notwithstanding the provisions of Article 5.4 above, Seller shall use reasonable commercial efforts to ensure that all orders are delivered within the Delivery Time agreed in the Purchase Order, especially in those circumstances when Buyer notifies the Seller that the delivery is of an urgent nature. The Parties agree and understand that time is of the essence in the delivery of the Goods or performance Products and that any delays will cause harm to Buyer. If an order is delivered after the Delivery Time as agreed in the Purchase Order, other than for reasons of Services are approximate only, and time of delivery is not of the essence. 4.3 In the event of delay force majeure as defined hereinafter in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 daysArticle 11.1, Buyer shall be entitled to cancel receive from Seller liquidated damages (hereinafter: “Liquidated Damages”), which shall be calculated as follows: <Omitted> The Liquidated Damages shall not be conditional on Buyer proving any loss or damage. The Liquidated Damages due to Buyer from Seller may be deducted from the Order. Seller’s liability for such non-delivery will price to be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 Goodsdelayed order pursuant to Article 6 herein. 4.4 Seller shall not be liable for any delay in delivery of the 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 Goods or Services to be supplied on time (“Delivery Information”). 4.5 If Buyer refuses or fails to take delivery of the 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.

Delivery. 4.1 Unless agreed otherwise The Supplier shall deliver theEquipment to the location set out in writing by the parties, all Goods are delivered FCA Confirmation or such other location as the parties may agree (“Free carrier” as defined in INCOTERMS 2020®Delivery Location”) at any time after the place specified in Supplier notifies the Order ConfirmationCustomer that the Equipment is ready for delivery. Deliveryof the Equipment shall be completed on arrival at the Delivery Location. 4.2 TheSupplier shallinstall and commission theEquipment at the Delivery Location and the Customer shall ensure that theSupplier has access to such areas, services and items as it requires for the installation and commissioning of the Equipment. The Supplier shall not be responsible for any consequential or indirect loss caused by its installation and/ or commissioning of theEquipment andany liability oftheSupplierinrelation to such installation and commissioning shall be limited in accordance with clause 10. 4.3 The Supplier shall deliver the Products to the Delivery Location at any time after the Supplier notifies the Customer that the Products are ready for delivery, and delivery of the Products shall be completed on their arrival at the Delivery Location. 4.4 Any dates quoted for delivery of the Goods or performance of Services are approximate only, and the time of delivery Delivery is not of the essence. 4.3 In the event of delay in delivery, Buyer shall give written notice to Seller requiring the delivery to be made within 14 days. Subject to Condition 4.4, if Seller fails to fulfil the delivery within 14 days, Buyer shall be entitled to cancel the Order. Seller’s liability for such non-delivery will be limited to (a) refunding any sums which Buyer has paid for the undelivered Goods and (b) the 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 The Supplier shall not be liable for any delay in delivery of Delivery. 4.5 If the Goods Supplier fails to deliver the Products or Services where Buyer failed the Equipment, its liability shall be limited to provide written notice in accordance with Condition 4.3 or a pro-ratareimbursement forany periodwhen theCustomer has paid forbutnotbeen providedwiththeProductsand,ifrelevant,theEquipmentandServices.TheSupplier shall have no liability for any delay failure to Deliver theProducts or theEquipment to the extent that such failure is caused by: (i) by a Force Majeure Event MajeureEvent or (ii) Buyerthe Customer’s failure to provide Seller the Supplier with adequate delivery instructions, informationa correct and complete delivery address, licences or authorisations anyotherinstructionsthatare relevant to enable the Goods supplyof theproducts or Services Equipment. 4.6 If the Customer fails to accept Delivery of the Products within three (3) Business Days of the earlier of the Supplier notifying the Customer that the Products are ready to be supplied on time delivered or attempting to deliver the Products (the “Expected Delivery InformationDate”).) then, except wheresuch failure or delay iscaused by a Force MajeureEvent or theSupplier’s failureto comply with its obligations under the Agreement: 4.5 If Buyer refuses or fails to take (a) delivery of the Goods when they are ready for delivery or to provide any Delivery Information to enable on time delivery, the Goods will Products shall be deemed to have been delivered by completed at 9:00 am on the due date third Business Day after the Expected Delivery Date;and (b) the Supplier shall store the Products until actual delivery takes place, and Seller may charge Buyer the Customer 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 expenses. 4.7 Iften(10)BusinessDaysafterthe Expected Delivery DatetheCustomerhasnot accepted delivery of the Goods at Products, the best price reasonably obtainable in Supplier may resell or otherwise dispose of part or allof suchProducts,charge theCustomer a fee for thefailed delivery, andtheProducts comprising such delivery shall not count towards the circumstances and charge Buyer for any shortfall below the Price of the Goods under the ContractMinimum Order Value. 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 charge have been made by Seller. "Packages" shall include bulk tankers, minibulks, flexis, crates, boxes or other containers and pallets.