Delivery. 3.1. The Supplier shall be entitled to perform pre- and partial deliveries without the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled. 3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser. 3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time. 3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.
Appears in 3 contracts
Sources: General Terms and Conditions, General Supply Conditions, General Supply Conditions
Delivery. 3.1. The Supplier (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 entitled considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to perform pre- the Buyer's rejection, and partial deliveries without Seller will be responsible for the Purchaser’s approvalcost incurred by Buyer to store and/or to ship the Goods. The Supplier shall be entitled to set an additional deadline, within three days after the expiration Once ▇▇▇▇▇ gives notice of the delivery deadline rejection of the Goods, the risk of loss and damage to replace the original delivery deadline, which the Supplier shall previously confirm Goods is with the PurchaserSeller. The condition Any acceptance of adhering deliveries late to the Contract delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are schedule will not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilledwaive Buyer's rights.
3.2. The Supplier shall pack the product (b) If Seller fails to make delivery in accordance with professional procedures suitable 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 unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for domestic transfer. Packaging delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract.
(c) In the event of any other nature anticipated or actual delay in meeting the Contract delivery schedule, Seller shall:
(i) Promptly notify Buyer 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 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 is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred.
(d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall only not be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract.
(e) Goods fabricated in excess or in advance of Buyer's Purchase Order or Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to pay invoices covering Goods shipped in advance of the schedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for 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 to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases.
(f) Seller shall provide a response to an open order report issued by the Buyer at the special request frequency and at method determined by the expense Buyer.
(g) Seller shall enter material delivery Promise Dates into the Oracle iSupplier system.
(h) Seller shall respond to any inquiries made by the Buyer within two (2) business days of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaserrequest.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.
Appears in 3 contracts
Sources: Purchase Order Terms and Conditions, Purchase Order Terms and Conditions, Purchase Order Terms and Conditions
Delivery. 3.1Time is of the essence for Delivery and all other obligations arising herein. “Delivery Date” and/or “Dock Date” shall mean the date Supplier is required to deliver the Product to the locations designated on Buyer’s Purchase Order. If Supplier does not meet the scheduled Delivery Dates, and Supplier fails to demonstrate to Buyer that it has taken best commercial efforts to comply with meeting the Delivery Dates, then Buyer may, at its option cancel this Purchase Order, or any part of this Purchase Order without incurring any liability. If ▇▇▇▇▇ requests expedited shipment of any late deliveries, Supplier will be responsible for shipping cost. Supplier will not ship ahead of the scheduled Delivery Date unless authorized by ▇▇▇▇▇ in writing. Buyer may return, at its option, all unauthorized early shipments to Supplier at Supplier’s expense. Payments for early shipments unauthorized by Buyer will be postponed until the applicable due date after the scheduled Delivery Date. Supplier, when it has reason to believe that deliveries will not be made as scheduled, will provide immediate written notice to Buyer setting forth the cause of such anticipated delay and the anticipated actual time for delivery (hereinafter referred to as “Grace Period” – Grace period cannot be longer than eight (8) calendar days). Supplier shall be, in addition to any other remedy available to Buyer, liable for Buyer’s documented additional expenses due to its failure to deliver in the event Supplier fails to provide such notice. If Product cannot be delivered by the Delivery Date or within the Grace Period, Jabil will sustain substantial financial loss or damage. The Supplier Parties further acknowledge and agree that the following liquidated damages are believed to represent a genuine estimate of the loss that would be suffered by Jabil by reason of any such delay (which losses would be difficult or impossible to calculate with certainty) and are neither intended as a penalty nor operate as a penalty. Jabil shall be entitled to perform pre- and partial deliveries without the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week assess two (2) percent of the purchase price shall be charged of the late delivered Products for each full calendar day of late delivery up to a maximum of twenty (20) percent of the Purchaserpurchase price of the late delivered Products starting on the day after the Delivery Date or Grace Period as liquidated damages. The SupplierNotwithstanding the foregoing, however- unless Section 17. Force Majeure applies – if Supplier fails to properly deliver the Products, can also claim Jabil, in its sole discretion, may do one or more of the reimbursement of following: (i) cancel the Purchase Order in whole or in part; (ii) return previously delivered materials or Products which were ordered in connection with the canceled Purchase Order and which are no longer needed; (iii) cancel any additional proven costs current Purchase Order(s) pursuant to which Jabil had ordered material which was related to the delivery canceled Purchase Order and which is no longer needed as a result of such cancellation; (iv) declare Supplier to be in default; (v) purchase replacement Products from another source at Supplier’s sole cost and expense; or (vi) insist on compliance with the Purchaserterms and conditions of this Purchase Order by Supplier. All internationally shipped products will be shipped under "FCA Suppliers Facility (Incoterms 2020)". Products shipped under domestic transport may be FCA or another Incoterm agreed between Supplier and Jabil. For FCA terms, Supplier must utilize the carriers or forwarder provided in Jabil’s shipping guidelines for the transit from Supplier’s facility to the Jabil’s receiving dock. Supplier must utilize Jabil’s specified transportation agent for all shipments. If Supplier uses any other transportation agent, Supplier will reimburse Jabil for any additional costs incurred for transportation. If no transportation agent is specified, Supplier will use a transportation agent acceptable to Jabil. Title shall be transferred to Jabil upon the storage period exceeds 30 days after physical delivery of the reported arrivalProducts to the final destination designated on Jabil's Purchase Order. Jabil assumes risk of loss for Products when Products have been received by Jabil’s carrier or forwarder. In the event a tooling Delivery is delayed, due to reasons laying with and it is estimated that such delay will exceed more than 25% of the Purchaseragreed completion Date/Delivery time, the Supplier is entitled to unilaterally Buyer may, at its option cancel the purchase order and claim the costs and damages incurred from the Purchaserthis Purchase Order without incurring any liability.
Appears in 3 contracts
Sources: Purchase Order, Purchase Order, Purchase Order
Delivery. 3.1Time is of the essence of this Order. If Supplier delivers the goods or completes the services later than scheduled, Buyer may assess such amounts as may be set forth on the PO or in this Order as liquidated damages for the time period between the scheduled delivery date and the actual delivery date (the “Delay Period” ). The Supplier parties agree that if liquidated damages are set forth on the PO or in this Order, they are the exclusive remedy for the damages resulting from the Delay Period only; are a reasonable pre-estimate of such damages Buyer shall suffer as a result of delay based on circumstances existing at the time this Order was issued; and are to be assessed as liquidated damages and not as a penalty. ▇▇▇▇▇’s resort to liquidated damages for the Delay Period does not preclude ▇▇▇▇▇’s right to other remedies, damages and choices under this Order other than the damages resulting from the Delay Period, including, but not limited to Buyer’s right to terminate this Order for non-delivery. If no liquidated damages are set forth on the PO or in this Order, Buyer shall be entitled to recover all damages it incurs as a result of Supplier’s failure to perform pre- and partial deliveries without as scheduled. All delivery designations are Incoterms® 2010. Unless otherwise set forth on the Purchaser’s approval. The Supplier PO, all goods provided under this Order shall be entitled to set an additional deadline, within three days after the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is delivered FCA Supplier’s facility except goods that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at shipped directly to Buyer’s customer or a location designated by Buyer’s customer that are: (a) not to be exported; or (b) exported from the Purchaser’s requestUnited States of America (“U.S.”), a storage fee of 0.5% per week of the purchase price shall be charged delivered EXW Supplier’s facility. The term EXW used herein is modified from the Incoterms® 2010 definition to mean “EXW with Supplier responsible for loading the goods at Supplier’s risk and expense”. Buyer may specify contract of carriage in all cases. Failure of Supplier to comply with any such Buyer specification shall cause all resulting transportation charges to be for the Purchaser. The account of Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.
Appears in 3 contracts
Sources: Terms of Purchase, Terms of Purchase, Terms of Purchase
Delivery. 3.1Time is of the essence of this Order. If Seller delivers the goods or completes the services later than scheduled, Buyer may assess such amounts as may be set on the face of an Order as liquidated damages for the delay period. The Supplier parties agree that such amounts, if stated on the face of an Order, are an exclusive remedy for the damages resulting from the delay period only; are a reasonable pre-estimate of such damages Buyer will suffer as a result of delay based on circumstances existing at the time the Order was issued; and are to be assessed as liquidated damages and not as a penalty. In the absence of agreed to liquidated damages, Buyer shall be entitled to recover damages that it incurs as a result of Seller’s failure to perform pre- as scheduled. Buyer’s resort to liquidated damages for the delay period does not preclude ▇▇▇▇▇’s right to other remedies, damages and partial deliveries without choices under this Order other than the Purchaserdamages resulting from the delay period, including, but not limited to Buyer’s approvalright to terminate this Order for non-delivery. The Supplier All delivery designations are INCOTERMS 2010. Unless otherwise stated on the face of this Order, all goods provided under this Order shall be entitled to set an additional deadlinedelivered FCA Seller’s facility, within three days after the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is except goods that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at shipped directly to Buyer’s customer or a location designated by Buyer’s customer that are: (a) not to be exported; or (b) exported from the Purchaser’s requestUnited States (“U.S”), a storage fee of 0.5% per week of the purchase price shall be charged delivered EXW Seller’s facility. The term EXW used herein is modified from the INCOTERMS 2010 definition to mean “EXW with Seller responsible for loading the goods at Seller’s risk and expense”. Buyer may specify contract of carriage in all cases. Failure of Seller to comply with any such Buyer specification shall cause all resulting transportation charges to be for the Purchaser. The Supplier, however, can also claim the reimbursement account of Seller and give rise to any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaserother remedies available at law or equity.
Appears in 3 contracts
Sources: Terms of Purchase, Terms of Purchase, Terms of Purchase
Delivery. 3.15.1 Delivery takes place on agreed ICC INCOTERMS. The Supplier If no INCOTERMS apply, delivery shall be entitled understood to perform pre- occur at the moment unloading has finished taking place at the location designated by Buyer.
5.2 Time of delivery of the Goods and partial deliveries without of performance of the Purchaser’s approvalServices is of the essence and shall start to run from the date of acceptance by the Seller of the Purchase Order or the date on which the Seller is placed in possession of such information and drawings as may be necessary to enable him to start work on the Goods or the Services, whichever may be the later.
5.3 Exceeding the completion deadlines for the execution of the Services or delivery dates of the Goods shall automatically result in the application of a penalty equal to 1% of the total amount of the Purchase Order per working day of delay, capped at 10% of the total amount of the Purchase Order. The Supplier This penalty may not under any circumstances be considered as a waiver of the right to terminate the Purchase Order according to art.14.2 or to claim additional compensation for any loss suffered by the Buyer.
5.4 Delivery of Goods in instalments shall be entitled to set an additional deadline, within three days after permitted only with the expiration 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 deadline of the Goods or installation of the Goods when due, the Seller shall be responsible for arranging suitable storage at suitable premises of the Goods, advising the Buyer beforehand of the particulars of such proposed storage and the Seller shall also ensure that the Goods and the premises in which they are stored are properly insured against all the usual risks and notify the Buyer of such insurance cover.
5.6 If delivery is made before the delivery date specified in the Purchase Order, the Buyer may return the Goods to replace the Seller at the Seller's risk and expense.
5.7 Each delivery must be accompanied by details of the exact quantity and description of the Goods and/or the Services performed. Shipping documents stating the relevant Purchase Order number for each shipment must be sent by regular mail or email to the plant or office which issued the Purchase Order on the day on which the shipment is made, marked for the attention of the logistic/receiving office. Invoices stating the relevant Purchase Order number should be sent on .pdf form to ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇. When Goods are invoiced by the Seller but shipped by a third party, the invoice shall bear the name of the shipper and the point from which the delivery originated. If shipment is not delivered to the allnex premises, the original delivery deadline, which the Supplier shall previously confirm bill of lading must be furnished with the Purchaser. The condition of adhering to the delivery deadline invoice(s).
5.8 Delivery is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils completed only if the agreed conditions and additional responsibilities. Insofar as said conditions Goods or Services are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product delivered in their entirety in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided the Agreement at the special request and at 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 expense Agreement on an annual basis or sooner in the event such document has been modified.
5.10 If the Seller is in the position of being able to supply some but not all of its customers, the Buyer shall be given priority over all other of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the PurchaserSeller's customers.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.
Appears in 3 contracts
Sources: General Terms and Conditions of Purchase, General Terms and Conditions of Purchase, General Terms and Conditions of Purchase
Delivery. 3.1. The Supplier Delivery must be in strict compliance with the schedule contained in an Order and the Products shall be entitled delivered directly to perform pre- and partial deliveries without the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration of the Cirrus’ designated delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product location in accordance with professional procedures suitable for domestic transferCirrus’ Order(s) schedule(s). Packaging Parts fabricated in excess or in advance of any other nature shall only be provided Cirrus’ requirements contained in an Order are at Seller’s risk. Cirrus reserves the special request and right to return to Seller, at the expense Seller’s expense, all Products received more than seven (7) calendar days ahead of the Purchaserrequired delivery date. The Supplier is not obliged Cirrus reserves the right, without loss of discount privileges, to cover any pay invoices covering items shipped in advance costs in lieu of the Purchaser.
3.3schedule on the normal maturity after the delivery date specified on the Order. Products designated If Seller fails to meet its scheduled delivery dates and Cirrus elects to call for self-arranged transport expedited shipments, Seller will pay the difference between the method of shipping specified and the actual expedited rate incurred. Seller shall be received within 3 working days subsequent to their reported arrivalresponsible for any additional charges resulting from any deviation from Cirrus' shipping procedures and requirements. The Supplier Should Cirrus accept Products which are not delivered on or before the required delivery date, which option Cirrus reserves, the Seller shall be entitled liable for all reasonable additional costs incurred by Cirrus because of such delay(s) which are not excusable under paragraph 15, Force Majeure, including, but not limited to, additional or premium transportation charges, special handling expenses, and costs to charge storage Cirrus to install the Product(s) out of normal manufacturing sequence in addition to other remedies available by law to Cirrus. Title and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or Products shall remain in Seller until delivery of the products are Products to be postponed at Cirrus. If Seller encounters or anticipates difficulty in meeting the Purchaser’s requestdelivery schedule, a storage fee of 0.5% per week of the purchase price Seller shall be charged for the Purchaser. The Supplierimmediately notify Cirrus in writing, giving pertinent details; provided, however, can also claim that the reimbursement receipt of such notice shall be for information purposes only and shall not be construed as a waiver by Cirrus of any additional proven costs related to the delivery from the Purchaserschedule or date or of any rights or remedies provided by law or this Agreement. If Seller fails to make delivery promptly and regularly, as required by an Order, Cirrus may, in addition to other remedies available at law, terminate this Agreement and all Orders issued hereunder, or the storage period exceeds 30 days after the reported arrival, due to reasons laying whole or any part of an Order in accordance with the Purchaser, the Supplier is paragraphs of this Agreement entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser“Termination for Default.”
Appears in 3 contracts
Sources: Purchase Agreement, Purchase Agreement, Purchase Agreement
Delivery. 3.1. The Supplier (a) Delivery must be in strict compliance with the schedule contained in the Contract and shall be entitled made by Seller at such times and places, and of such items and quantities as may, from time to perform pre- time, be specified by Buyer. If Seller fails to meet its scheduled delivery dates and partial deliveries without Buyer elects to call for expedited deliveries, Seller will pay the Purchaser’s approvaldifference between the method of production and/or shipping specified, and the actual expedited costs incurred. The Supplier Seller shall be entitled responsible for any additional charges resulting from deviation from ▇▇▇▇▇’s instructions. If Seller fails to set an additional deadlinemake delivery promptly and regularly, within three days after as required under the expiration Contract, Buyer may, in addition to other remedies available at law, terminate the Contract by giving notice to Seller. Title and risk of the delivery deadline to replace the original delivery deadline, which the Supplier loss shall previously confirm remain with the Purchaser. The condition of adhering Seller until goods are delivered to the F.O.B. point specified in the Contract or later designated alternate delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safelocation. Notwithstanding such delivery, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times Seller shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the bear risk of the destruction, loss or damage to goods purchased hereunder from the time that ▇▇▇▇▇ gives notice of rejection of goods, pursuant to the product inspection provisions on this Contract. If Seller encounters or anticipates difficulty in meeting the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s requestschedule, a storage fee of 0.5% per week of the purchase price Seller shall be charged for the Purchaser. The Supplierimmediately notify Buyer in writing, giving pertinent details; provided, however, can also claim the reimbursement that such data shall be informational only in character and shall not be construed as a waiver by Buyer of any additional proven costs related delivery schedule or date, or of any rights or remedies of Buyer provided by law or the Contract. Parts fabricated in excess or in advance of Buyer’s release are at Seller’s risk. Buyer reserves the right, without loss of discount privileges, to pay invoices covering items shipped in advance of the delivery from schedule on the Purchaser. If the storage period exceeds 30 days normal maturity after the reported arrivaldate specified for delivery.
(b) Packaging and packing of items shall be in a manner that ensures maximum protection from vibrations, due abrasions, damages, forklift handling or any other condition reasonably encountered during transit. Seller shall insure safe arrival of items under contract by secured, dependable lowest transportation cost, conforming with requirements of common carriers and, in any event, comply with Buyer’s minimum specifications set forth in the P.O. Seller may be required to reasons laying with the Purchasertrack deliveries through electronic means such as RFID, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the PurchaserUID, scan codes or shipper tracking.
Appears in 3 contracts
Sources: Purchase Order Agreement, Purchase Order Agreement, Purchase Order Agreement
Delivery. 3.1Time is of the essence for delivery, performance, and all other obligations arising herein. If Supplier does not meet the scheduled Delivery Dates, and Supplier fails to demonstrate to Buyer that it has taken best efforts to comply with meeting the Delivery Dates, then Buyer may, at its option cancel this PO, or any part of this PO, without incurring any liability. If ▇▇▇▇▇ requests expedited shipment of any late deliveries, Supplier will be responsible for shipping costs. Supplier will not ship ahead of the scheduled Delivery Date unless authorized by ▇▇▇▇▇ in writing. Buyer may reject, at its option, all unauthorized early shipments at Supplier’s expense. Payments for early shipments unauthorized by Buyer will be postponed until the applicable due date after the scheduled Delivery Date. Supplier, when it has reason to believe that deliveries will not be made as scheduled, will provide immediate written notice to Buyer setting forth the cause of such anticipated delay and the anticipated actual time for delivery (hereinafter referred to as “Grace Period”- Grace period cannot be longer than eight (8) calendar days). Supplier shall be, in addition to any other remedy available to Buyer, liable for Buyer’s documented additional expenses and costs due to its failure to deliver in the event Supplier fails to provide such notice. If Deliverables cannot be delivered by the Delivery Date or within the Grace Period, Jabil will sustain substantial financial loss or damage. The Supplier Parties further acknowledge and agree that the following liquidated damages are believed to represent a genuine estimate of the loss that would be suffered by Jabil by reason of any such delay (which losses would be difficult or impossible to calculate with certainty) and are neither intended as a penalty nor operate as a penalty. Jabil shall be entitled to perform pre- and partial deliveries without the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week assess two (2) percent of the purchase price shall be charged of the late delivered Deliverable for each full calendar day of late delivery up to a maximum of twenty (20) percent of the Purchaserpurchase price of the late delivered Deliverables starting on the day after the Delivery Date or Grace Period as liquidated damages. The SupplierNotwithstanding the foregoing, however- unless Section 19. Force Majeure applies – if Supplier fails to properly deliver the Deliverables, can also claim Jabil, in its sole discretion, may do one or more of the reimbursement of following: (i) cancel the Purchase Order in whole or in part; (ii) return previously delivered Deliverables which were ordered in connection with the canceled Purchase Order and which are no longer needed; (iii) cancel any additional proven costs current Purchase Order(s) pursuant to which Jabil had ordered which was related to the delivery canceled Purchase Order and which is no longer needed as a result of such cancellation; (iv) declare Supplier to be in default; (v) purchase replacement Deliverables from another source at Supplier’s sole cost and expense; or (vi) insist on compliance with the Purchaserterms and conditions of this Purchase Order by Supplier. All Deliverables will be shipped under "FCA Supplier’s facility (Incoterms 2020)". Supplier must utilize the carriers or freight forwarder provided in Buyer’s shipping guidelines for the transit from Supplier’s facility to the Buyer’s receiving dock. If Supplier uses any other transportation agent, Supplier will reimburse Buyer for any additional costs incurred for transportation. If no transportation agent is specified, Supplier will use a transportation agent acceptable to Buyer. Title shall be transferred to Buyer following acceptance of the storage period exceeds 30 days after Deliverables by ▇▇▇▇▇, but no sooner than the reported arrivalphysical delivery of the Deliverables to the final destination designated on Buyer's PO. Before and at the time Deliverables are shipped, due Supplier will give Buyer sufficient warning in writing (including appropriate labels on all Deliverables, containers, and packing, including without limitation disposal and recycling instructions, material safety data sheets and certificates of analysis) of any hazardous or restricted material that is an ingredient or part of the Deliverables, together with any special handling instructions that are needed to reasons laying advise carriers, Buyer, and their employees how to take appropriate measures while handling, transporting, processing, using or disposing of the Deliverables, containers, and packing. Supplier agrees to comply with all Laws pertaining to Deliverable content and warning labels, including without limitation the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order U.S. Toxic Substances Control Act and claim the costs and damages incurred from the PurchaserEuropean Union Directive 2000/53/EC.
Appears in 3 contracts
Sources: General Terms and Conditions for Indirect Procurement, General Terms and Conditions for Indirect Procurement, General Terms and Conditions for Indirect Procurement
Delivery. 3.1(a) Delivery of the products in accordance with the delivery schedule is a material requirement of each purchase order. Time is of the essence in fulfilling all purchase orders.
(b) Unless otherwise specified in the relevant purchase order or by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours.
(c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Supplier Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order.
(d) The Purchaser shall be entitled to perform pre- reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling.
(e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser.
(f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries without the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the under a purchase order is technically finalised and approved unless authorised by the Purchaser and all documents and permits required for the safein writing in advance. In any event, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and any additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times costs incurred in such partial deliveries shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the PurchaserSeller, unless such partial deliveries are requested for by the Purchaser in writing. The Supplier Purchaser reserves the right to return excess shipments at the Seller’s expense.
(g) If the Seller’s delivery of the products is not obliged made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to cover the Seller, or if any advance costs products are damaged in lieu transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser.Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to:
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent (i) require the Seller to their reported arrival. The Supplier shall be entitled deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge storage and handling fees and such products so damaged, as the case may be), and/or cancel the purchase order in case a product is not received within whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase deadline. Insofar as order (or part thereof) so cancelled) and/or accept the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery quantities of the products are tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be postponed in writing signed by an authorised representative of the Purchaser); and
(ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order.
(h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s request, a storage fee of 0.5% per week delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements.
(i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the purchase price shall be charged date scheduled for delivery and return the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related same to the Seller at the Seller’s expense and/or to accept early delivery from of products and place such products in storage at the PurchaserSeller’s expense until the scheduled delivery date.
(j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof.
(k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the storage period exceeds 30 days after Seller does not give sufficient notice of the reported arrival, due change in lead time to reasons laying with the Purchaser, the Supplier Seller is entitled still bound to unilaterally cancel accept purchase orders for the products where such purchase orders are made within the original lead time.
(l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and claim those of the costs and damages incurred from Seller’s other customers, due to a shortage of components or any other reason, the PurchaserSeller shall ensure that the Purchaser has priority of supply.
Appears in 3 contracts
Sources: General Terms and Conditions of Purchase, General Terms and Conditions of Purchase, General Terms and Conditions of Purchase
Delivery. 3.19.1 Time shall be of the essence. The Supplier ltems shall be entitled delivered strictly in accordance with the Order delivery schedule and early or partial shipments are not permitted unless expressly authorized in writing by CMC. CMC reserves the right to perform pre- return any unauthorized early shipments at Seller's expense or to retain same at CMC's facilities at Seller's risk. Payment will be in accordance with the original or amended delivery schedule.
9.2 ln the event Seller foresees or encounters difficulty in meeting the delivery requirements of an Order, it shall immediately notify CMC in writing giving pertinent details and partial deliveries without the Purchaser’s approvala recovery schedule acceptable to CMC. The Supplier This provision shall not be construed as a waiver by CMC of any performance requirements of an Order or of any rights or remedies provided by law.
9.3 All ltems shall be entitled to set an additional deadline, within three days after the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering delivered to the delivery deadline is point specified in the Order. Title to the ltems shall pass from Seller to CMC upon delivery.
9.4 In the event that the purchase order Supplier fails to fulfill any of its obligations as outlined in this Purchase Order, or if there is technically finalised and approved a reasonable expectation by the Purchaser and all documents and permits required for the safeCMC that such failure may occur, punctual and professional delivery are submitted on time and the Purchaser fulfils Supplier does not rectify the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start situation to CMC's satisfaction within five (5) Days from the day when said conditions are fulfilled.
3.2receipt of the CMC's written notice, then CMC retains the right to intervene in the management of the Work. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of Furthermore, CMC is authorized to take any other nature shall only actions deemed necessary to exercise this right, and such actions will be provided at the special request and at the expense of the PurchaserSupplier. The This intervention does not absolve the Supplier is not obliged of its ongoing obligations as specified in this Purchase Order. Nothing in this clause shall affect CMC’s rights under Clause 15 - TERMINATION FOR DEFAULT
10.1 CMC may at any time, by written notice to cover Seller, require Seller to stop all or any advance costs in lieu part of the Purchaserwork called for by this Agreement or any Purchase Order. Any such notice shall be specifically identified as a "Stop Work Notice.”
10.2 Upon receipt of a Stop Work Notice, Seller shall promptly comply with its terms and take all reasonable steps to minimize the costs arising from the work covered by the Stop Work Notice during the period of work stoppage.
3.3. Products designated for self-arranged transport 10.3 Within the period established in the Stop Work Notice, including the extension thereof, Buyer shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and either (a) cancel the purchase order Stop Work Notice or (b) terminate this Agreement or any Purchase Order, totally or partially.
10.4 In the event Buyer cancels the Stop Work Notice Seller shall promptly resume work in case a product is not received within accordance with the purchase deadlineterms of this Agreement. Insofar as If Seller shall notify CMC that the Supplier fails to cancel production hiatus during the purchase order, the Purchaser still bears the risk term of the destructionStop Work Notice renders the original delivery schedule no longer practicable, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are then CMC and Seller shall agree to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related an equitable adjustment to the delivery from schedule for the Purchaser. If effected Purchase Order(s).
10.5 In the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaserevent CMC terminates this Agreement, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaserprovisions of Clause 14 shall apply.
Appears in 3 contracts
Sources: Purchase Agreement, Purchase Agreement, Purchase Agreement
Delivery. 3.1TIME IS OF THE ESSENCE IN THE DELIVERY OF ALL PRODUCTS AND SERVICES. Buyer’s schedules are based upon the delivery dates shown on the face of an Order. Buyer may cancel any Order without penalty if delivery is not made by the date and time specified in the Order. No change in the scheduled delivery date will be permitted, unless ▇▇▇▇▇ has otherwise agreed in writing to such change. Buyer’s acceptance of Products after the scheduled delivery date shall not be deemed to be a waiver of Buyer’s rights with respect to such late delivery, nor shall it be deemed a waiver of Seller’s obligation to comply with future scheduled delivery dates and times. The Supplier Products shall be delivered in the quantities and on the dates or on expiry of the periods specified in the Order to the place(s) named therein at the risk of the Seller, and under Seller’s insurance, but in no event shall the Products be shipped before the earliest shipping date specified on the face of the Order. Upon delivery of the Products, Buyer shall sign a Proof of Delivery (“POD”), it being understood that signing a POD only signifies that a shipment was received by Buyer or its agents and not that the Products have been accepted. Title to the Products shall pass to the Buyer on the earlier of payment by Buyer to Seller of the Products or ▇▇▇▇▇’s signing of the POD. Transfer of such title shall not in any way prejudice ▇▇▇▇▇’s rights of rejection. If any or all of the Products are not delivered on the date(s) specified in the Order, the Buyer shall be entitled to perform pre- accept or reject any such Products and partial deliveries return rejected Products at Seller’s risk and expense without the Purchaser’s approvalprejudice to any other of its rights. The Supplier Buyer shall also be entitled to set an additional deadline, within three days after recover from the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved Seller any monies paid by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product Buyer in accordance respect of such returned Products together with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to expenditure reasonably incurred by the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the PurchaserBuyer in obtaining other products in replacement.
Appears in 2 contracts
Sources: Purchase Order Terms and Conditions, Purchase Order Terms and Conditions
Delivery. 3.1. The Supplier shall be entitled Seller will deliver to perform pre- and partial deliveries without the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required Buyer Buyer's requirements for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product Product in accordance with professional procedures suitable the terms of this Agreement. Product in Cylinders will be delivered F.O.B. point of shipment. At Seller's request, Buyer will provide to Seller information relating to Buyer's pattern of use of Product from each Supply System. Seller may anticipate Buyer's requirements for domestic transferProduct and deliver Product at such times as are consistent with Seller's delivery schedule. Packaging The delivery of Product by Seller will constitute Buyer's purchase thereof, and the quantities delivered will be measured by Seller by the method it regularly uses for the type of delivery made. Buyer grants to Seller the right of twenty-four (24) hour access to each Supply System site, and if
(a) Buyer fails to grant such access, or (b) Seller is unable to deliver Product (i) from Seller's Shipping Point or (ii) to deliver Product at any time consistent with Seller's delivery schedule or otherwise in accordance with the terms of this Agreement due to any act or omission of Buyer, Buyer will pay Seller any applicable delivery charge set forth in Seller's delivery option charge schedule. If Seller is requested by Buyer and is able to make deliveries during a strike or other concerted acts of workers affecting Buyer, then such deliveries will be made at Buyer's sole risk and, notwithstanding anything in this Agreement to the contrary, Buyer hereby indemnifies and holds harmless Seller from and against all costs (including legal fees), damages, liabilities or claims arising out of any other nature shall only be provided at such deliveries. In addition, Seller reserves the special request and at the expense of the Purchaser. The Supplier is not obliged right to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplierin its sole discretion, howeverthat Buyer provide qualified personnel to deliver Product to any Supply System affected by such strike or concerted acts, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the PurchaserBuyer will provide such personnel.
Appears in 2 contracts
Sources: Product Supply Agreement (PAV Republic, Inc.), Product Supply Agreement (PAV Republic, Inc.)
Delivery. 3.1. The Supplier shall be entitled to perform pre- and partial deliveries without the Purchaser’s approval. The Supplier shall be entitled to set an additional deadlineSeller shall, within three days after the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transferthis Section 6, deliver the Items to Purchaser on the date(s) indicated in the Purchase Order. Packaging If Seller anticipates that it will not deliver the Items on the date(s) indicated, Seller shall immediately notify Purchaser by the fastest available means, of the anticipated failure and the anticipated actual delivery date. If Seller fails to make delivery of any other nature shall only be provided at the special request and at the expense part of the Purchaser. The Supplier is not obliged to cover any advance costs Items on the date(s) indicated in lieu the Purchase Order and per the terms of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase orderContract, the Purchaser still bears may terminate the risk Purchase Order and/or the Contract and pursue other remedies. Without prejudice to the other rights of the destructionPurchaser, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delay in delivery from the Purchaserdue date the Seller shall be liable to pay liquidated damages amounting to 1.0% of the value of Items delivered late per week up to a maximum of 10% of the entire value of the Purchase Order. If In case of delay in delivery by more than four (4) weeks Purchaser reserves the storage period exceeds 30 days after right to purchase the reported arrivalItems from any other sources other than Seller and shall recover any additional costs incurred by Purchaser in this regard from Seller. Unless otherwise specified in the Purchase Order, due all shipments shall be delivered F.O.B. to reasons laying the destination designated by Purchaser in the Purchase Order, and title and risk of loss shall remain with Seller until the Items in a completed state are received by Purchaser, its agent or consignee regardless of whether or not Purchaser has made full payment for the Supplier is entitled Items. In case of local buy, Seller will intimate Purchaser by shipping notices at F.O.B. destination in advance. Other relevant shipping document copies should be submitted by Seller to unilaterally cancel Purchaser’s designated address mentioned in the purchase order Purchase Order. In case of imports, Seller will mail bills of lading and claim shipping notices directly to the costs F.O.B. destination on the day of shipment. Bills of lading shall indicate the relevant Purchase Order number. Purchaser may require adherence to its routing instructions, and damages incurred any savings resulting from adherence to such instructions shall be for the benefit of Purchaser.
Appears in 2 contracts
Sources: General Terms and Conditions of Purchase, General Terms and Conditions of Purchase
Delivery. 3.18.1 The Contractor shall deliver the Products EXW(Incoterms 2010) at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Supplier Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order and the Contractor acknowledges that lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to perform pre- reject and partial deliveries without refuse acceptance of the PurchaserProducts not conforming to this LTA and the related Purchase Order. Payment for any non- conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s approval. personnel or representatives or the contracted Quality Control Agent, does not involve the operational and functional status of the Products.
8.5 The Supplier Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) ▇▇▇ shall be entitled to set an additional deadline, give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within three days after the expiration of agreed and specified time frame.
8.6 In the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is event that the purchase order Contractor is technically finalised and approved not able to ensure delivery by the Purchaser and all documents and permits required for dates specified in the safePurchase Order, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier ▇▇▇ shall be entitled to charge storage and handling fees and cancel request the purchase order in case a product is not received within the purchase deadline. Insofar Contractor to pay any additional transport costs (e.g. airlifting) and/or additional Quality Control cost which may reasonably be incurred as the Supplier fails result of IDA’s obligations to cancel its clients to deliver the purchase orderProducts on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by ▇▇▇ or the consignee, ▇▇▇ can claim liquidated damages from the Purchaser still bears the risk Contractor and deduct 0.2% of the destruction, loss or damage value of the product in the case Products pursuant to a Purchase Order per additional day of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery delay, up to a maximum of 10% of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week value of the purchase price shall be charged for the PurchaserPurchase Order. The Supplier, however, can also claim payment or deduction of such liquidated damages shall not relieve the reimbursement Contractor from any of any additional proven costs related its other obligations or liabilities pursuant to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaserthis LTA or a Purchase Order.
Appears in 2 contracts
Sources: Long Term Agreement, Long Term Agreement
Delivery. 3.1Unless otherwise agreed in writing, all deliveries of Products shall be made Ex Works of Seller's factory in accordance with ICC's Incoterms (2000). All risks of loss or damage to the Products shall pass from the Seller to the Buyer when the Products are delivered to the Buyer in accordance with the agreed trade term as defined in ICC's Incoterms (2000). The Supplier Seller may make deliveries in installments which will be invoiced individually. The Buyer will make payment in accordance with clause 4 of these Standard Terms and Conditions. Times specified for delivery of the Products are given and intended as estimates only unless otherwise agreed in writing. Where a firm time for delivery has been expressly agreed upon, no delivery shall be entitled considered overdue until the Buyer has made a written request for delivery and given the Seller a reasonable opportunity to perform pre- and partial deliveries without the Purchaser’s approvalcomply therewith. The Supplier Buyer shall be entitled have the right to set an additional deadline, within three days after cancel the expiration of Contract by serving written notice to the delivery deadline Seller if the Seller is unable due to replace the original delivery deadline, circumstances for which the Supplier shall previously confirm it is fully responsible to comply with the Purchaser. The condition of adhering to the extended or postponed delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils Buyer has stated in writing when agreeing to the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, new delivery time that it will refuse to take delivery if the new delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier date is not obliged to cover any advance costs met. In no event shall the Seller be liable for indirect, special, consequential or punitive damages arising out of or in lieu of connection with the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or late delivery of the products are to be postponed at Products. The Buyer shall inspect or have inspected the Purchaser’s requestProducts delivered and shall notify the Seller in writing of any discrepancy regarding the quantity, a storage fee of 0.5% per week specification or quality of the purchase price Products to the order within fourteen (14) days of receipt of the Products. Once this time period has elapsed, the Buyer shall be charged for deemed to have accepted the PurchaserProducts. The Seller shall replace incorrect Products and deliver additional Products to meet the ordered quantity and the Buyer shall have no claim to compensation whatsoever. The Buyer shall not return any Products without the prior written permission of the Supplier, however, can also . Submitting a claim shall at no time release the reimbursement of any additional proven costs related to Buyer from its obligations under the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the PurchaserContract.
Appears in 2 contracts
Sources: Standard Terms and Conditions of Sale, Standard Terms & Conditions of Sale
Delivery. 3.14.1 Each delivery of the Products shall be accompanied by a Certificate of Compliance or such other forms as prescribed by the Buyer and a delivery note containing the Buyer's purchase order number, the part number, quantity of Products delivered and drawing (if any).
4.2 For overseas Vendors, the Vendor’s invoice, packing list, Bill of Lading or Air Way Bill shall be faxed or sent by electronic means to the Buyer prior to delivery of the Products, with the original copies mailed to the Buyer within one (1) week thereafter.
4.3 The Vendor shall ensure there is proper and robust packaging to protect the Products against damage from transportation, handling, and/or storage, and shall comply with all applicable laws, enactments, orders, regulations and other instruments relating to the manufacture, packing, packaging, marking, storage, handling, and delivery of the Product. Unless otherwise agreed in writing by the Buyer, all packaging costs shall be borne by the Vendor. The Supplier Vendor shall ensure that pallets, if used in any delivery, shall conform to such size specifications stipulated by the Buyer, failing which the Products may not be entitled accepted.
4.4 The Vendor shall deliver the Product to perform pre- and partial deliveries without the Purchaser’s approvalBuyer's warehouse or such other address as may be indicated in the “Ship to Address” section of the Buyer's purchase order. The Supplier Vendor shall be entitled to set an additional deadlineensure and procure its delivery personnel abide by the Buyer's health, within three days after the expiration safety and security policies during delivery of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved Products.
4.5 Unless specified by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on timeBuyer, the delivery times shall be prolonged, that is the delivery deadline Buyer will start from the day when said conditions are fulfilledaccept deliveries during its warehouse operating hours.
3.2. 4.6 The Supplier Vendor shall pack deliver the product Products in accordance with professional procedures suitable for domestic transferthe delivery instructions in the purchase order. Packaging of In the event the Vendor delivers any other nature shall only be provided at the special request and at the expense Products in excess of the Purchaser. The Supplier is not obliged to cover any advance costs quantity stated in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk Buyer shall be entitled to reject delivery of the destruction, loss excess and return such excess to the Vendor at the Vendor's risk and expenses.
4.7 In the event the Vendor for any reason anticipates any difficulty in complying with the required delivery date or damage in meeting any other requirements of the product purchase order, the Vendor shall promptly notify the Buyer of the reason of such situation and propose a revised delivery schedule in writing, such delivery shall be by the fastest delivery means available (including premium air shipment) at the Vendor's cost.
4.8 If the Vendor fails to complete the supply of Products by the date(s) specified in the purchase order, the Buyer shall have the right to cancel all or any part of such Products from the purchase order without compensation to the Vendor and to obtain the same (including similar or equivalent Products in the case of delayed reception where the exact Products are not available) from other sources and all increased costs incurred shall be deducted from any moneys due or to become due to the Vendor under this Agreement or shall be recoverable as if the product had been received on timedamages.
3.4. Insofar as the dispatching or delivery 4.9 Time shall be of the products are to be postponed at essence in this Agreement and the Purchaser’s request, a storage fee of 0.5% per week of Vendor shall supply the Products within the timelines/deadlines set out in the purchase price shall be charged for order(s) or as otherwise agreed in writing between the Purchaser. The Supplier, however, can also claim Buyer and the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the PurchaserVendor.
Appears in 2 contracts
Sources: Purchase Order, Purchase Order
Delivery. 3.1. The Supplier shall Delivery must be entitled to perform pre- and partial deliveries without the made during Purchaser’s approvalnormal work hours. The Supplier shall Delivery will be entitled to set an additional deadline, within three a maximum of seven (7) business days after the expiration receipt of the delivery deadline to replace written order by the original delivery deadline, which the Supplier shall previously confirm with the PurchaserContractor. The condition Contractor must submit an acknowledgment of adhering the order within 24 hours from the time of their receipt of the order. It is recommended that the Purchaser provide the Contractor with an estimated annual usage schedule. Such schedule is not an obligation on the part of the Purchaser to Purchase, but rather to assist the Contractor in inventory control. Delivery charges that cover the delivery deadline to Purchaser’s loading dock must be included in the price of the gas. Inside delivery shall also be available, at customer’s request, at bid price (See Price Sheets). Inside delivery is that defined as the purchase order person(s) delivering the goods shall deliver the items to exact location requested whether it is technically finalised and approved by on the Purchaser and all documents and permits required for first or the safetenth floor, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilitiesetc. Insofar as said conditions are not fulfilled on time, the delivery times Any orders requiring this service shall be prolonged, that is the clearly documented to so indicate. At time of delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense request of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled Contractor will provide an industry standard written analysis of the gas(es) being delivered. Failure to unilaterally cancel comply with agreed upon delivery times may subject Contractor to liquidated or other damages. The Purchaser may refuse shipment when delivered after normal working hours. The Contractor shall verify specific working hours of individual Purchasers and instruct carrier(s) to deliver accordingly. The acceptance by the purchase order and claim the costs and damages incurred from Purchaser of late performance, with or without objection or reservation by the Purchaser, shall not waive the right to claim damage for such breach, nor preclude DES or Purchaser from pursuing any other remedy provided herein, including termination, nor shall such acceptance of late performance constitute a waiver of the requirements for the timely performance of any obligation remaining to be performed by Contractor. All deliveries are to be made to the applicable delivery location as indicated in the Order Document. When applicable, the Contractor shall take all necessary actions to safeguard items during inclement weather. In no case shall the Contractor initiate performance prior to receipt of written or verbal authorization from authorized Purchasers. Expenses incurred otherwise shall be borne solely by the Contractor.
Appears in 2 contracts
Sources: Contract for Gases: Medical, Specialty, and Industrial, Contract for Gases: Medical, Specialty, and Industrial
Delivery. 3.1As stated above, all bids for merchandise delivered via Vendor truck or common carrier are to be shown on the bid two ways 1) as FOB destination, freight prepaid, loaded, inside and 2) as FOB destination freight collect, unloaded inside. When delivery is made using a Vendor truck, Bidders shall include a delivery charge or freight allowance for the collect option, to be invoiced to the Authority as a separate charge. The Supplier Authority will have the sole discretion to determine which method it prefers. The Authority may accept the delivery charge or allowance, or arrange its own transportation on a delivery by delivery basis as requested by the Authority and deduct the allowance from the invoice. Time of delivery shall be entitled to perform pre- between the hours 8 A.M. and partial 3 P.M. Monday through Friday, unless otherwise indicated. All deliveries without must be scheduled with Authority personnel at least forty-eight (48) hours in advance. Merchandise may be returned if prior arrangements are not made with the Purchaser’s approvaldelivery location(s). All warehouse-merchandise must be shrink-wrapped with clear plastic and palletized on non- returnable pallets. Delivery truck trailer length cannot exceed 45 feet in length. The Supplier shall be entitled Authority will not accept an overage in any amount, but will accept partial shipments with the option to set an additional deadline, within three days after cancel the expiration balance of the delivery deadline order at the Authority's discretion. In case of partial shipments, Vendors are required to replace indicate on both the original delivery deadlinepacking slip and the invoice that this is a "Partial Shipment" and must indicate that "Balance Back Ordered." Payment will be made, which only for items actually delivered and accepted by the Supplier shall previously confirm with the PurchaserAuthority. The condition of adhering Vendor shall ensure that each delivery made to the delivery deadline Authority is that the purchase order is technically finalised pursuant to and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transferthe quantity specified, project specification and to the correct delivery point as printed below. Packaging In addition to and not in limitation of any other nature shall only be provided at rights the special request Authority may have against the Vendor, the Authority may adjust the total amount of any invoice where inside delivery was specified but was not performed by the Vendor or their delivery agent. The Vendor is responsible for any and at all duplicate deliveries and/or over-shipments. The Authority may not pay for any duplication of deliveries and/or over-shipments. Vendors shipping merchandise via parcel or common carrier are to provide the expense Authority with a tracking number upon shipment of the Purchasermerchandise. This information is to be forwarded via e-mail to the address indicated on the PO or BOA release. Vendors must identify on all shipments and invoices their Purchase Order number or release number for proper receipt and payments. Any deviation from these requests may cause delay in the payment of invoices. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3"Deliver to/Ship to" address for this contract is: CALL SUPERINTENDENT OR DEPT. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.MANAGER United States
Appears in 2 contracts
Sources: Request for Quotation, Request for Quotation
Delivery. 3.1(a) All deliveries of Products will be made to the FOB Point. The Supplier Owner will specify the desired method of shipping. Unless otherwise agreed in writing, the Owner will pay for all shipping, freight, insurance and other similar charges incurred in connection with such deliveries. In the absence of written shipping instructions from the Owner, the Vendor will select the carrier and insurance company at the Owner's expense, taking into account and using its best commercial efforts to minimize the charges levied by the carriers and insurance companies under consideration, and will ship Products utilizing ground transportation; provided that, in the absence of prior shipping instructions, the Vendor will use reasonable efforts to contact the Owner to request such shipping instructions prior to making any such selections.
(b) The Owner will inspect and either accept or reject all Products in whole or in part within ten (10) Business Days after the date of receipt at the delivery location applicable to such Products pursuant to the terms of this Agreement. If the Owner fails to reject any Product delivered by the end of such period, the Owner shall be entitled deemed to perform pre- have accepted such Product; provided that any such acceptance will in no event limit, modify, waive or otherwise restrict the Owner's rights under the terms, including without limitation the warranty provisions, of this Agreement.
(c) The Owner may request that the Vendor provide more extensive logistical and partial deliveries without distribution capabilities to the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration of the delivery deadline to replace the original delivery deadlineOwner, which capabilities the Supplier shall previously confirm with Vendor will use its best commercial efforts to provide. If the Purchaser. The condition Vendor agrees to provide such services, there may be, depending on the level and scope of adhering such services, additional charges to the delivery deadline is that the purchase order is technically finalised and approved Owner on a per Product basis. Any such charges will be mutually agreed upon by the Purchaser Parties during negotiations between the Parties on the provision of any such additional logistical and all documents and permits required for the safedistribution services beyond those outlined in this subsection 3.5; provided that, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on timein determining any such charges, the delivery times shall Owner will be prolongeddeemed the Vendor's most important and favored Customer and will receive such services at prices, that is on payment terms and subject to all other contract terms on terms no less favorable to the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product Owner than those offered or available to any other Customer subject to and in accordance with professional procedures suitable for domestic transfer. Packaging the terms of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchasersubsection 3.3.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.
Appears in 2 contracts
Sources: Purchase and Supply Agreement (Sprint Spectrum L P), Purchase and Supply Agreement (Sprint Spectrum L P)
Delivery. 3.1Delivery must be in strict compliance with the schedule contained in the Order. The Supplier All goods to be delivered hereunder shall be entitled packaged to perform pre- insure safe arrival at their destination, to secure the best transportation means and partial deliveries without to comply with the Purchaser’s approvalrequirements of common carriers. The Supplier Delivery shall be entitled made by Seller at such times and places and of such goods and quantities as may from time to set an time he specified by Buyer. If Seller fails to meet its schedule delivery dates and Buyer elects to call for expedited shipments, Seller will pay the difference between the method of shipping specified and the actual expedited rate incurred. Seller shall be responsible for any additional deadlinecharges resulting from deviation from ▇▇▇▇▇'s routing instructions. If Seller fails to make delivery promptly and regularly as required hereunder, within three days ▇▇▇▇▇ may, in addition to other remedies available at law, terminate the Order by giving notice to Seller. Title and risk of loss shall remain with Seller until goods are delivered to the F.O.B. point specified herein. Notwithstanding such delivery, Seller shall bear risk of loss or damage to goods purchased hereunder from the time that ▇▇▇▇▇ gives notice of rejection of goods pursuant to the inspection provision of these terms and conditions. If Seller encounters or anticipates difficulty in meeting the delivery schedule, Seller shall immediately notify Buyer in writing, giving pertinent details, provided, however, that such data shall be informational only in character and shall not be construed as a waiver by Buyer of any delivery schedule or date or of any rights or remedies provided by law or the Contract. Parts fabricated in excess of or in advance of ▇▇▇▇▇'s release are at Seller's risk. Buyer reserves the right, without loss of discount privileges, to pay invoices covering goods shipped in advance of the schedule on the normal maturity after the expiration date specified for delivery. Buyer also reserves the right, without loss of the delivery deadline discount privileges, to replace the original delivery deadlinepay invoices only after successful acceptance testing has been accomplished, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline when such test is that the purchase order is technically finalised and approved performed by the Purchaser Buyer and is a requirement in the Order. ▇▇▇▇▇'s order numbers and symbols must be plainly marked on all documents invoices, packages, bills of lading shipping orders. For each shipment, shipping memos, packing lists and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilitiescertification of compliance and/or assurance must accompany materials. Insofar as said conditions are not fulfilled on time, the delivery times Buyer's count or weight shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2final and conclusive on shipments not accompanied by packing lists. The Supplier shall pack the product Material must be in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser▇▇▇▇▇'s instructions.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.
Appears in 2 contracts
Sources: Purchase Order Terms and Conditions, Purchase Order Terms and Conditions
Delivery. 3.1a. Any dates quoted for delivery of the Products are approximate only and WG shall not be liable for any delay in delivery of the Products however caused. The Supplier Time for delivery shall not be of the essence of any Contract. Any Products may be delivered by WG in advance of the quoted delivery date upon giving reasonable notice to Buyer.
b. Unless otherwise agreed in writing, delivery of the Products shall be made at WG’s premises upon notification to Buyer that such Products are ready for collection. Buyer shall be entitled to perform pre- collect the Products any time thereafter on reasonable notice during WG’s normal business hours. WG shall have the right to assume that any person who both reasonably appears and partial deliveries without claims to have the Purchaserauthority to accept and sign for delivery of the Products on behalf of Buyer does, in fact, have requisite authority from Buyer.
c. Claims for non-delivery of Products must be made in writing to WG within five (5) working days from the date of invoice. In the event WG should agree to deliver Products directly to Buyer’s approval. The Supplier customer any such delivery shall be entitled deemed to set an additional deadlinebe made to Buyer and any refusal by Buyer's customer to accept such delivery shall be deemed to be a refusal by Buyer.
d. Buyer agrees to accept partial delivery of Products ordered unless otherwise mutually agreed by the parties in writing. Where the Products are delivered in instalments, within three days after the expiration each delivery shall constitute a separate Contract. Failure by WG to deliver any one or more of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product instalments in accordance with professional procedures suitable for domestic transfer. Packaging these Agreements or any claim by Buyer in respect of any one or more instalments shall not entitle Buyer to treat a Contract as repudiated or to cancel any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaserinstalment.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier e. If Buyer fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or take delivery of the products are Products or fails to be postponed at give WG adequate delivery instructions in its Purchase Order then, without prejudice to any other right or remedy available, WG may: (i) store the Purchaser’s requestProducts until actual delivery and charge Buyer for the reasonable costs thereof, including insurance costs; or (ii) terminate the Contract forthwith and sell the Products.
f. Buyer shall bear any and all costs (including original and return carriage costs) associated with any unjustified refusal of delivery of Products ordered pursuant to a storage fee Contract.
g. If there is a shortage of 0.5% per week Products available to WG then WG may allocate any available Products between its buyers on such a basis as it deems appropriate. In case of the purchase foregoing, then Buyer agrees to accept any Products delivered to it and shall pay the appropriate pro-rated portion of the invoiced price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchasersuch Products.
Appears in 2 contracts
Sources: Sales Contracts, Sales Contracts
Delivery. 3.1(a) For delivery costs and arrangement, please refer to the Online Shop Delivery Policy.
(b) We may deliver the merchandise in one or more instalments.
(c) Any times and dates given for dispatch of merchandise, or the length of time that merchandise will take to be delivered, are only estimates. The Supplier shall be entitled If we are unable to perform pre- meet any stated dispatch or delivery dates or times we will inform you as to the progress of your order. You agree and partial deliveries without the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration accept that under no circumstances will we accept cancellation of order or refund.
(d) You can opt for courier delivery of the Order to your nominated address. We accept Orders for delivery deadline to replace in Hong Kong only. Alternatively, you may opt for pick-up of the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering Order (if applicable) from our designated physical stores.
(e) We will not accept any changes to the delivery deadline is that method once the purchase Order has been confirmed.
(f) We shall endeavour to arrange to deliver the Products at the delivery address designated by you. We reserve the right to revise any terms of services (including but not limited to the covered areas for delivery, delivery timeframe and/or the delivery fee) from time to time without prior notice.
(g) In order is technically finalised to protect the interest of you, comply with applicable statutory requirements and approved by manage a complete record of such delivery, our employee or agent may request the Purchaser and all documents and permits required designated recipient to produce the credit card which you used for the safeOrder and your original ID Card or other identification document acceptable by us in person for verification of the name of such recipient, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on timeage of such recipients (for intoxicating liquor or other restricted Products), the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of duly completed authorization (if applicable) and any other nature shall only be provided at relevant documents for verification purpose upon delivery. We reserve the special request and at the expense of the Purchaser. The Supplier is not obliged right to cover decline any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products Products/ Services if we are to be postponed at not satisfied with the Purchaser’s request, a storage fee of 0.5% per week verification of the purchase price recipient and no reasons shall be charged given.
(h) All dates quoted by us for the Purchaserdelivery of Products/ Services are estimates only. The SupplierIn no event shall we be liable for any additional or increased cost, howeverloss of profits or goodwill or any other special, can also claim the reimbursement incidental direct or indirect or consequential damages due to late delivery or non-delivery of any additional proven costs related Products/ Services.
(i) If you fail to take delivery of the delivery from the Purchaser. If the storage period exceeds Products/ Services or any part of them more than 30 days after the reported arrivaldate of purchase or fails to provide accurate and clear delivery instructions, due documents, consents or authorizations required to reasons laying with enable the PurchaserProducts/Services to be delivered, we shall have the Supplier is sole discretion to dispose of the goods without further notice and without any liability and you will not be entitled to unilaterally cancel any refund or set off from us for any price paid.
(j) Any risk in the purchase order and claim Products shall pass to you upon the costs and damages incurred from physical delivery of the PurchaserProducts to the address identified by you in your Order, regardless of whether you are the designated recipient of the delivery or not.
Appears in 2 contracts
Sources: Online Shop Terms and Conditions, Online Shop Terms and Conditions
Delivery. 3.18.1 Ypsomed shall deliver the number of Component Sets set out in the relevant Purchase Order by the Delivery Date (“Delivery”), provided that over-delivery or under-delivery of up to [***] of the ordered amount shall be allowed. Component Sets shall be delivered to AMAG FCA Ypsomed's manufacturing facility indicated in the Quality Agreement (Incoterms 2010) and title shall pass upon Delivery at such facility.
8.2 Ypsomed shall notify AMAG of any expected delay in Delivery and will make commercially reasonable efforts to effect Delivery as quickly as possible. The Supplier Parties shall, if requested by AMAG, renegotiate the date(s) of Delivery of all placed Purchase Orders following a delayed Delivery. Ypsomed may, upon AMAG’s prior written consent, make partial deliveries to maintain continuous supply. In case Ypsomed anticipates that it may not be able or is unable to Deliver all Components Sets by more than [***] after the Delivery Date set forth in a Purchase Order, Ypsomed shall notify AMAG in writing immediately and provide an explanation thereof. Ypsomed shall discuss with AMAG potential remedies and propose as soon as reasonably possible a mitigation plan to AMAG’s reasonable satisfaction, which will include concrete measures in line with Ypsomed’s business continuity plan, such as the introduction or increase of shift work, an internal second source option, or safety stock provisions; as well as any other measures in order to provide a fast and secure recovery of the supply of Component Sets. Notwithstanding the foregoing, if Ypsomed is or will be unable for any reason to deliver all Component Sets within [***] of the Delivery Date in the respective Purchase Order, then AMAG may, at its sole discretion, (i) cancel such Purchase Order without penalty to AMAG and the number of Component Sets in such cancelled Purchase Order shall be entitled to perform pre- and partial deliveries without counted toward the Purchaser’s approval. The Supplier shall be entitled to set an additional deadlineAnnual Minimum Quantity for the calendar year in which the cancelled Purchase Order was submitted, within three days after the expiration or (ii) accept Delivery of the Component Sets on a delivery deadline date mutually agreed to replace by the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering Parties.
8.3 Ypsomed will convey good title to the delivery deadline is that Component Sets to AMAG on the purchase order is technically finalised date of Delivery, free and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging clear of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaserlien or encumbrance.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.
Appears in 2 contracts
Sources: Supply Agreement (Palatin Technologies Inc), Supply Agreement (Amag Pharmaceuticals, Inc.)
Delivery. 3.17.1 FQS will use best efforts to target on time delivery based on monthly forecast provided by Customer, in no case later than thirty (30) calendar days from the date of the Order acceptance. Each configuration Order received from Customer will include the date on which the Product is to be delivered to either Customer or their designated customer location. FQS agrees that time is of the essence in this Agreement and that any delays shall constitute a material breach of this Agreement. FQS agrees to indemnify Customer against any and all damages suffered by Customer as a result of FQS’s delays in delivery. If FQS fails to meet any agreed delivery date, except for reasons of force majeure and without prejudice to any other rights Customer may have under this Agreement or by law, FQS shall pay to Customer upon Customer’s request the minimum damages payment in the amount of one (1) percent of the purchase prices for the Products to be delivered pursuant to the delayed Order per calendar day of delay, up to a maximum amount per delay event of twenty percent (20%) of such purchase prices. The Supplier payment of any of these amounts or parts thereof shall be entitled not discharge FQS of its obligations to perform pre- and partial deliveries without supply the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging Products or of any other nature liabilities or obligations under this Agreement and/or any Order. Unconditional acceptance or receipt of any delayed Products shall only be provided not preclude Customer from claiming any outstanding amounts specified above. In the event the delay exceeds fifteen (15) days, Customer may, in addition to the foregoing rights, terminate the affected Order wholly or in part without incurring any charges or liability. Notwithstanding the foregoing, FQS is not responsible for delays solely caused by delayed on the part of Customer’s designated or approved parts vendors if FQS notifies Customer of the unavailability of such parts within 7 days from the date of the Customer’s Order. An approved vendor is a parts vendor on Customer’s list of approved vendors. A designated vendor is a vendor designated by Customer in its ▇▇▇▇ of Materials issued by Customer.
7.2 The FOB point is ex factory.
7.3 FQS and Customer shall agree to delivery schedule flexibility requirements specific to the Product as documented in the addenda.
7.4 Upon learning of any potential delivery delays, FQS will notify Customer as to the cause and extent of such delay.
7.5 If FQS fails to make deliveries at the special request specified time and such failure is caused by FQS, FQS will, at no additional cost to Customer, employ accelerated measures such as material expediting fees, premium transportation costs, or labor overtime required to meet the expense specified delivery schedule or minimize the lateness of deliveries.
7.6 Should Customer require FQS to undertake export activity on behalf of Customer, Customer agrees to submit requested export information to FQS pursuant to FQS Guidelines for Customer-Driven Export Shipments as provided in the addenda.
7.7 Customer and its customers shall inspect the Products within thirty (30) days after receipt and, whether or not Customer conducts such inspection, Customer and its customers shall have the right to reject any non-conforming Product. Customer shall provide written notice to FQS setting forth full details of the Purchaser. The Supplier is not obliged reasons for rejection and if the Products are found to cover any advance costs be non-conforming, FQS shall pay for Customer and its customer’s cost incurred in lieu of returning the PurchaserProduct to FQS.
3.37.8 FQS shall, at its sole expense, obtain any and all necessary governmental approvals and other authorizations and approval that are appropriate or necessary to carry out the proposed activities contemplated in this Agreement. FQS shall obtain all necessary governmental and regulatory approvals to sell the Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on timeCustomer.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.
Appears in 2 contracts
Sources: Standard Manufacturing Agreement, Standard Manufacturing Agreement (Envivio Inc)
Delivery. 3.1. The Supplier (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 entitled considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to perform pre- the Buyer's rejection, and partial deliveries without Seller will be responsible for the Purchaser’s approvalcost incurred by Buyer to store and/or to ship the Goods. The Supplier shall be entitled to set an additional deadline, within three days after the expiration Once ▇▇▇▇▇ gives notice of the delivery deadline rejection of the Goods, the risk of loss and damage to replace the original delivery deadline, which the Supplier shall previously confirm Goods is with the PurchaserSeller. The condition Any acceptance of adhering deliveries late to the Contract delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are schedule will not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilledwaive Buyer's rights.
3.2. The Supplier shall pack the product (b) If Seller fails to make delivery in accordance with professional procedures suitable 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 unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date or the Contract delivery schedule due date, and continue until and including the date on which the Good(s) are delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for domestic transfer. Packaging delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract.
(c) In the event of any other nature shall only be anticipated or actual delay in meeting the Contract delivery schedule (if provided at the special request and at the expense by Buyer), Seller shall:
(i) Promptly notify Buyer in writing of the Purchaserreasons for the delay and the actions being taken to overcome or minimize the delay;
(ii) Provide Buyer with a written recovery schedule; and
(iii) If requested by ▇▇▇▇▇, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, FORCE MAJEURE. The Supplier Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred.
(d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not obliged be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract.
(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 cover any pay invoices covering Goods shipped in advance costs in lieu of the Purchaserschedule of the normal maturity after the date specified for delivery. If Seller delivers Goods in advance of this Contract’s delivery schedules or blanket releases, Buyer shall not be required to make payment for the Goods sooner than on average, the second business day of the second month following this Contract’s delivery schedule due date. Buyer shall not be required to make payment for Goods which are delivered to Buyer in excess of the quantities specified in this Contract’s delivery schedules or blanket releases.
3.3. Products designated for self-arranged transport (f) Seller shall be received respond to any inquiries made by the Buyer within 3 working two (2) business days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case of a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on timerequest.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.
Appears in 2 contracts
Sources: Indirect Purchase Order Terms and Conditions, Indirect Purchase Order Terms and Conditions
Delivery. 3.18.1 The Contractor shall deliver the Products EXW, FCA or DAP (Incoterms 2010) at the Contractor’s premises in accordance with this LTA and with the quantities and other instructions as specified in the Purchase Orders (for shipping instructions, refer to Art. 9). All risks of loss or damage to the Products shall remain with the Contractor until delivery takes place in accordance with the LTA. The Supplier Contractor shall load the Products onto the first carrier (truck) collecting the Products at the Contractor’s premises.
8.2 Delivery shall not exceed the number of days specified for each item in the respective Purchase Order in accordance with the terms of this LTA and the Contractor acknowledges that production lead time is calculated from the time of issuance of a Purchase Order accepted by the Contractor, including the manufacturing period, until the Products are available for dispatch from the Contractor’s premises.
8.3 Delivery shall only be completed upon the arrival of the Products at the final destination in accordance with instructions on a Purchase Order, and verification by IDA’s personnel or representatives or consignee (if applicable) that the Products are in a satisfactory condition. Inspection and verification of the Products shall be made as soon as reasonably practicable after receipt. IDA’s personnel or representatives or consignee (if applicable) shall be entitled to perform pre- reject and partial deliveries without refuse acceptance of the PurchaserProducts not conforming to this LTA and the related Purchase Order. Payment for any non-conforming Products pursuant to this LTA shall not be deemed an acceptance of the Products.
8.4 The Contractor acknowledges that any inspection and/or verification of the Products by IDA’s approval. personnel or representatives or the contracted Consignment Inspection and Sampling Agency (CSI), does not involve the operational and functional status of the Products.
8.5 The Supplier Contractor acknowledges that time shall be of the essence in performance of the LTA, and it shall use its best endeavors to abide by the delivery dates stated in the Purchase Orders, provided however, that where the Contractor does not meet the delivery period(s) ▇▇▇ shall be entitled to set an additional deadline, give the Contractor notice of its intention to cancel the Purchase Order unless Products are delivered within three days after the expiration of agreed and specified time frame.
8.6 In the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is event that the purchase order Contractor is technically finalised and approved not able to ensure delivery by the Purchaser and all documents and permits required for dates confirmed in the safePurchase Order, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier ▇▇▇ shall be entitled to charge storage and handling fees and cancel request the purchase order in case a product is not received within the purchase deadline. Insofar Contractor to pay any additional transport costs (e.g. airlifting) and/or additional inspection cost which may reasonably be incurred as the Supplier fails result of IDA’s obligations to cancel its clients to deliver the purchase orderProducts on time and to avoid stock outs.
8.7 For late delivery of Products or for items which do not meet specifications and are therefore rejected by ▇▇▇ or the consignee, ▇▇▇ can claim liquidated damages from the Purchaser still bears the risk Contractor and deduct 0.2% of the destruction, loss or damage value of the product in the case Products pursuant to a Purchase Order per additional day of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery delay, up to a maximum of 10% of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week value of the purchase price shall be charged for the PurchaserPurchase Order. The Supplier, however, can also claim payment or deduction of such liquidated damages shall not relieve the reimbursement Contractor from any of any additional proven costs related its other obligations or liabilities pursuant to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaserthis LTA or a Purchase Order.
Appears in 2 contracts
Sources: Long Term Agreement, Long Term Agreement
Delivery. 3.1a. Any dates quoted for delivery of the Products are approximate only and WG shall not be liable for any delay in delivery of the Products however caused. The Supplier Time for delivery shall not be of the essence of any Contract. Any Products may be delivered by WG in advance of the quoted delivery date upon giving reasonable notice to ▇▇▇▇▇.
b. Unless otherwise agreed in writing, delivery of the Products shall be made at WG’s premises upon notification to Buyer that such Products are ready for collection. Buyer shall be entitled to perform pre- collect the Products any time thereafter on reasonable notice during WG’s normal business hours. WG shall have the right to assume that any person who both reasonably appears and partial deliveries without claims to have the Purchaserauthority to accept and sign for delivery of the Products on behalf of Buyer does, in fact, have requisite authority from Buyer.
c. Claims for non-delivery of Products must be made in writing to WG within five (5) working days from the date of invoice. In the event WG should agree to deliver Products directly to Buyer’s approval. The Supplier customer any such delivery shall be entitled deemed to set an additional deadlinebe made to Buyer and any refusal by ▇▇▇▇▇'s customer to accept such delivery shall be deemed to be a refusal by ▇▇▇▇▇.
d. ▇▇▇▇▇ agrees to accept partial delivery of Products ordered unless otherwise mutually agreed by the parties in writing. Where the Products are delivered in instalments, within three days after the expiration each delivery shall constitute a separate Contract. Failure by WG to deliver any one or more of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product instalments in accordance with professional procedures suitable for domestic transfer. Packaging these Agreements or any claim by Buyer in respect of any one or more instalments shall not entitle Buyer to treat a Contract as repudiated or to cancel any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaserinstalment.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier e. If Buyer fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or take delivery of the products are Products or fails to be postponed at give WG adequate delivery instructions in its Purchase Order then, without prejudice to any other right or remedy available, WG may: (i) store the Purchaser’s requestProducts until actual delivery and charge Buyer for the reasonable costs thereof, including insurance costs; or (ii) terminate the Contract forthwith and sell the Products.
f. Buyer shall bear any and all costs (including original and return carriage costs) associated with any unjustified refusal of delivery of Products ordered pursuant to a storage fee Contract.
g. If there is a shortage of 0.5% per week Products available to WG then WG may allocate any available Products between its buyers on such a basis as it deems appropriate. In case of the purchase foregoing, then ▇▇▇▇▇ agrees to accept any Products delivered to it and shall pay the appropriate pro-rated portion of the invoiced price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchasersuch Products.
Appears in 2 contracts
Sources: Sales Contracts, Sales Contracts
Delivery. 3.1(a) Purchase order delivery schedules must be strictly adhered to. early/late and/or over/under shipments to scheduled deliveries will not be tolerated. Any deviation to this policy, unless authorized by ▇▇▇▇▇’s Authorized Procurement Representative, will result in material being returned at the Seller's expense. Buyer does not recognize any "Industry Shipping Tolerances." Seller shall strictly adhere to the shipment or delivery schedules specified in the Contract and delivery shall be made by Seller at such times and places and of such items and quantities as Buyer may from time to time specify.
(b) In the event of any anticipated or actual delay, Seller shall: 3 (b) - Delivery (Cont.)
(i) Promptly notify Buyer 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 recovery schedule; and
(iii) If requested by ▇▇▇▇▇, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in -0807 ¶ 16, EXCUSABLE DELAYS. Seller will pay the difference between the method of shipping specified and the actual expedited rate incurred. The Supplier notification in (i) above shall be entitled to perform pre- informational only in character and partial deliveries without shall not be construed as a waiver by Buyer of any delivery schedule or date or of any Buyer’s rights or remedies provided by law or the Purchaser’s approval. The Supplier Contract.
(c) Seller shall be entitled to set an responsible for any additional deadlinecharges resulting from deviation from Buyer's routing instructions (See -0807 ¶ 4, within three days after the expiration of the delivery deadline to replace the original delivery deadlinePACKAGING AND SHIPPING, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilledbelow).
3.2. The Supplier shall pack (d) If Seller fails to make delivery promptly and regularly, as required under the product Contract, Buyer may, in addition to other remedies available at law, terminate the Contract in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.-0807 ¶ 19,
Appears in 2 contracts
Sources: Purchase Order, Purchase Order
Delivery. 3.1. The Supplier Delivery of all Contract items shall be entitled to perform pre- and partial deliveries without the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product made in accordance with professional procedures suitable Appendix B, § 45, Product Delivery and § 47, Contractor must offer (a) dock delivery, (b) inside delivery, and (c) inside delivery to desk/bench top at no additional charge. Inside delivery and inside delivery to desk/bench will be made only when the delivery is a) feasible, b) the delivery location is mutually agreed upon by the Authorized User’s Agency and Contractor and c) inside delivery can be pre-arranged. There shall be no charges for domestic transferdelivery except in the instance of special handling as noted in the paragraph below. Packaging Delivery shall be made in accordance with instructions on the Purchase Order from each Authorized User. Orders shall be delivered within three (3) Business Days from the time of any other nature shall only receipt of order, except in the instances where the items being ordered require special handling. If an Authorized User requires an inside delivery (storeroom or desk), it must clearly indicate on the Purchase Order what inside delivery is required and the specific location where inside delivery is required to be provided at the made. (Authorized Users should use terminology such as "INSIDE DELIVERY TO ROOM [number] LOCATED ON [number] FLOOR," etc., when inside delivery is required.) Delivery for items requiring special request and at the expense of the Purchaserhandling may be charged to Authorized Users. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport Orders shall be received within 3 working days subsequent to their reported arrivalin accordance with § 2.15, Ordering. The Supplier Special Delivery shall be entitled expressed in number of calendar days required to charge storage and handling fees and cancel the purchase order in case make delivery after receipt of a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, . Delivery shall be the Purchaser still bears most economical method for the risk of the destruction, loss or damage proper delivery of the product unless special instructions are stated on the order by the Authorized User. Authorized User must be informed of the additional cost prior to delivery and agree in writing to the case additional charge. Shipping costs must be prepaid by the vendor and may be added to the invoice with a copy of delayed reception as the freight ▇▇▇▇. Dry ice charges will only be allowable and charged to Authorized Users the manufacturer determines the item(s) need to ship on ice for quality control. Hazardous materials fees will only be allowable and charged to the Authorized Users when the shipper assesses a hazardous materials charge based on the item’s composition. Overnight service charges will only be allowable and charged to the Authorized User if the product had been received on time.
3.4Authorized User requests overnight delivery when the item could be delivered within (3) Business Days from the time of receipt of order. Insofar as In any event, delivery shall be the dispatching or delivery most economical method and the Authorized User must be informed of the products are additional cost prior to delivery and agree in writing to the additional charge. Expedited, overnight delivery air service when standard delivery service is available and the item(s) could be postponed at delivered within (3) Business Days from the Purchaser’s request, a storage fee time of 0.5% per week receipt of order will only be allowable and charged to the Authorized Users when such delivery is requested by the Authorized User. The Authorized User must be informed of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related cost prior to delivery and agree in writing to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.additional charge
Appears in 2 contracts
Sources: Medical and Laboratory Supplies and Equipment Agreement, Agreement for Medical and Laboratory Supplies and Equipment
Delivery. 3.1. The Supplier shall be entitled to perform pre- and partial deliveries without 5.1 If, for the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration execution of the delivery deadline to replace the original delivery deadlineagreement, which the Supplier shall previously confirm with is dependent on the Purchaser. The condition cooperation of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on timefails in that cooperation for whatever reason, the delivery times period for execution shall be prolonged, that is extended with as much time as reasonably needed by the delivery deadline will start from Supplier to reverse the day when said conditions are fulfilled.
3.2delay caused by the Purchaser's failure. The same applies if delays in the execution arise as a result of requests by or due to the Purchaser to change, adapt or supplement that which was agreed upon. In addition, the extra costs that the Supplier shall pack incurs in connection with the product in accordance with professional procedures suitable delay that has arisen as specified above are for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser.
5.2 The delivery date shall be determined by the Supplier to the best of its ability and in good faith, yet shall not be a strict deadline unless agreed upon otherwise between the Parties. The Supplier is Exceeding the delivery date, for whatever reason, does not obliged give entitlement to cover any advance costs in lieu compensation, termination of the Purchaseragreement, cancellation of the order or not fulfilling any obligation which may arise for the Purchaser as a result of the agreements concluded with the Supplier.
3.3. Products designated for self5.3 Deliveries shall occur "DDP"(INCOTERMS 2010) as the agreed-arranged transport shall be received within 3 working days subsequent to their reported arrival. The upon place of delivery.
5.4 Unless agreed upon otherwise, the Supplier shall be entitled to charge storage and handling fees and cancel ensure the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk loading of the destruction, loss or damage of the product in the case of delayed reception goods as if the product had been received on time"Ex Works" (INCOTERMS 2010).
3.4. Insofar as 5.5 The Purchaser is responsible for unloading the dispatching or delivery of the products are to be postponed goods at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for address indicated by the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related Purchaser bears all risks with regard to the delivery from the Purchaser. damage to goods and/or persons caused while unloading.
5.6 If the storage period exceeds 30 days after Purchaser indicates an address outside of the reported arrival, due to reasons laying with the PurchaserNetherlands as a destination, the Supplier must acquire an export license or other official authorisation and, where applicable, comply with all customs formalities for the export of goods. The Purchaser must acquire an import license or other official authorisation and, where applicable, comply with all customs formalities for the import of goods and their transport through its own country.
5.7 The Purchaser is entitled required to unilaterally cancel accept goods and services for which delivery by the purchase order Supplier was agreed upon at the date and claim location that applies between the costs and damages incurred from Parties based on the Purchaserrelated agreement and/or these Terms.
5.8 The Supplier is authorised to make partial deliveries.
Appears in 2 contracts
Sources: General Terms of Sale and Delivery, General Terms of Sale and Delivery
Delivery. 3.15.1. The Supplier Deliveries shall be entitled made to perform pre- and partial deliveries without the Purchaser’s approvalDelivery Address(es) listed in the Special Terms And Conditions. The Supplier Avfuel or its authorized shipping agent (“Shipping Agent”) shall be entitled provided access to set an additional deadlineCustomer’s storage facilities during normal business hours, within three days after or at such other times as may be approved by Customer’s authorized representative, for the expiration purpose of unloading the Products. Unless otherwise agreed in writing, the minimum delivery deadline of Jet A or Avgas fuel will be a full standard transport tanker load as determined by the maximum allowable Gross Vehicle Weight between the supply point and the Delivery Address. Avfuel reserves the right to replace the original delivery deadline, which the Supplier impose a surcharge for deliveries of less than a full tanker load.
5.2. Delivery shall previously confirm with the Purchaserbe into tanks designated by Customer. The condition of adhering to the delivery deadline is Such designation shall be construed as a warranty that the purchase order is technically finalised designated tanks and containment areas have been inspected and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilitiesappropriate regulatory agencies. Insofar as said conditions are not fulfilled on time, the delivery times Customer shall be prolongedresponsible for all unloading operations including the placement of hoses into the proper storage tanks. Customer shall specifically designate and gauge the available capacity of the tanks into which the Product shall be unloaded, and shall bear all responsibility of spillage or contamination of the Product after it leaves the end of any properly operating hose provided by Avfuel or its Shipping Agent. Access to Customer’s tanks shall be furnished in such a manner that is Avfuel or its Shipping Agent can safely and conveniently reach Customer’s storage facility with the hoses available, and Avfuel or its Shipping Agent may refuse to complete any delivery deadline will start from which Avfuel or the day when said conditions are fulfilledShipping Agent determines, in its sole discretion, cannot be made safely.
3.25.3. The Supplier Customer shall pack be responsible for all demurrage charges assessed by the product in accordance with professional procedures suitable Shipping Agent for domestic transferadditional time spent at the Delivery Address(es).
5.4. Packaging Any claim by Customer of any other nature shall only be provided at discrepancy in the special request and at the expense quantity of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport Product delivered shall be received within 3 working days subsequent to their reported arrivaleffective only if Avfuel is immediately notified, while Shipping Agent is still present. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase orderGIVEN THE NATURE OF THE PRODUCTS, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on timeTIME IS OF THE ESSENCE WITH RESPECT TO SUCH CLAIMS AND NO CLAIM SHALL BE PERMITTED OR EFFECTIVE UNLESS DELIVERED WITHIN THE SPECIFIED PERIOD.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.
Appears in 2 contracts
Sources: Aviation Fuel Supply Agreement, Aviation Fuel Supply Agreement
Delivery. 3.18.1 Products ordered pursuant to this Agreement shall be shipped by Supplier FCA from the Proximity Warehouse to be received by Nortel by the Committed Delivery Date. The No partial shipment shall be made without Nortel's prior consent.
8.2 Supplier shall be entitled to perform pre- and partial deliveries without package the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product Products in accordance with professional procedures suitable the packing and external marking practices agreed upon by Nortel and Supplier which shall comply with any criteria set forth in the Specifications.
8.3 Supplier shall ▇▇▇▇ each Product with Supplier's model number and where practical, the description of the Product and its revision level.
8.4 In the event Supplier, for domestic transferany reason whatsoever, fails to deliver Products to meet a Committed Delivery Date and such failure results in a disruption to Nortel's manufacturing or delivery routines, unless such failure is attributable to force majeure or any wrongful act or omission of NNL, Nortel Subsidiary or Nortel Affiliate, NNL may, by written notice to Supplier, at its option:
(a) cancel the affected quantity of Products in such Purchase Order or Release (without incurring any liability to purchase from Supplier such quantity or affecting its other remedies under this Agreement) and reduce the relevant Target Product Total Stock (as set out in Section 7.1) by an amount not greater than the affected quantity of Products, and Nortel may thereafter purchase the affected quantity of Products (or equivalent products) from third parties and such purchases will count toward Nortel's Share Allocation, Target Allocations and Minimum Commitments; or
(b) allow Supplier to make partial and/or late shipment of some or all of the affected quantity of Products, in which case Nortel will pay for Product actually shipped. Packaging Nortel may, without liability, reschedule the Committed Delivery Date for Products provided such rescheduled Committed Delivery Date shall not exceed thirty (30) Business Days from the date the Products were originally scheduled to be delivered, and such rescheduling shall not prejudice Nortel's obligations pursuant to Section 7.1 for such Products.
8.5 Supplier will notify Nortel of any other nature anticipated delay in meeting a Committed Delivery Date specified in any Purchase Order or Release and shall only be provided at reasonably co-operate with Nortel in the special request and at the expense implementation by Supplier of any appropriate action or workaround plans with a view to enable Nortel to satisfy its customers' requirements. Upon receiving notification of the Purchaser. The anticipated delay, Nortel may, by written notice to Supplier, at its option:
(a) permit Supplier is not obliged to cover any advance costs in lieu make a partial shipment of Products;
(b) permit Supplier to substitute products acceptable to Nortel until the PurchaserProducts are delivered; or
(c) permit Supplier to implement a workaround plan acceptable to Nortel and Nortel's customers.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent 8.6 In the event a delay in delivery is attributable to their reported arrival. The Supplier shall be entitled to charge storage force majeure, and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase ordersuch delay lasts more than thirty (30) days, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are Parties shall make a joint effort to be postponed at the Purchaser’s request, find a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Suppliersolution; provided, however, can also claim that, in the reimbursement event any delay attributable to force majeure extends for a period such that Nortel's manufacturing or delivery routines are materially adversely affected, Nortel shall have the right, without obligation or liability, to cancel any Release or Purchase Order affected by such delay.
8.7 Regardless of the Committed Delivery Dates, it is the Parties intent that Supplier's delivery performance will be measured against its ability to meet customer requested dates ("CRD"), among other metrics. CRD is defined as the date Nortel or Nortel Affiliates request that the Product be delivered. These requests for Products will include all forecasted demand plus Flex as determined pursuant to Section 7.1.6. For greater certainty, Supplier will not, in any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrivalway, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaserbe in default of this Agreement if it does not meet any CRD.
Appears in 2 contracts
Sources: Supply Agreement (Bookham Technology PLC), Supply Agreement (Bookham Technology PLC)
Delivery. 3.1Amneal shall deliver, or shall cause its Affiliate or Permitted Subcontractor to deliver, all quantities of Product ordered by Metsera pursuant to a Firm Order on the date specified for delivery by Metsera in the applicable Firm Order [***]. The Supplier Each such shipment of commercial Product shall be entitled to perform pre- and partial deliveries without include the Purchaser’s approval. The Supplier shall be entitled to set an additional deadlinefull amounts of Product ordered under such Firm Order; provided, however, that the quantity of Products delivered by Amneal may vary [***] from the quantities specified by Metsera in the applicable Firm Order, provided that any shortfall is received by Metsera within three days after the expiration [***] of the delivery deadline to replace the original delivery deadlinedate specified for delivery. Shipments of Products will be made [***] of Amneal or its Affiliate or Permitted Subcontractor, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved as applicable, unless otherwise mutually agreed by the Purchaser and all documents and permits required Parties. As between the Parties, risk of loss or of damage to Products will remain with Amneal until Amneal or its Affiliate or Permitted Subcontractor loads the Products onto the carrier’s vehicle for shipment at the safeshipping point at which time risk of loss or damage will transfer to Metsera. Notwithstanding the foregoing, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on timeAmneal will, the delivery times shall be prolongedor will require its Affiliate or Permitted Subcontractors to, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable Metsera’s reasonable instructions and as agent for domestic transfer. Packaging of Metsera, (a) arrange for shipping (such shipping to be paid by Metsera) and (b) at Metsera’s expense, obtain any other nature shall only official authorization necessary to export the Products. Metsera will arrange for insurance and will select the freight carrier used by Amneal or its Affiliate or Permitted Subcontractor to ship Products. Products will be provided at transported in accordance with the special request and at the expense Specifications. Upon each shipment of the PurchaserProduct, Amneal will provide to Metsera the Release Documentation and such other documentation in English as is required to meet Applicable Law, or such other documentation as the Parties may agree upon in writing. The Supplier is not obliged Parties shall cooperate reasonably to cover any advance costs in lieu obtain all licenses or permits necessary to ship the Product (the evaluation of the Purchaser.
3.3. Products designated for self-arranged transport which licenses or permits required shall be received within 3 working days subsequent to their reported arrivalperformed by Metsera or its designee). The Supplier shall be entitled to charge storage and handling fees and cancel Metsera or its designee is responsible for import control compliance. On the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase orderdate of shipment, the Purchaser still bears Products shall have at least the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4Minimum Remaining Shelf Life. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.[***]
Appears in 2 contracts
Sources: Development and Supply Agreement (Metsera, Inc.), Development and Supply Agreement (Metsera, Inc.)
Delivery. 3.1(a) Time is of the essence under this Contract. The Supplier Except for Buyer’s written consent, the delivery time cannot be delayed. Delivery in advance shall be entitled to perform pre- and partial deliveries without the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three no more than [**] days after the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering prior to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and date, relating to every specific PO, stated in Buyer’s e-business website.
(b) Supplier agrees to prepare all documents and permits required materials regarding law, regulation, import/export license, and other administration needed for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. shipping Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from place stipulated in Section 6. When make each shipment, Supplier should login Buyer’s e-business website to feedback shipment information. For avoidance of doubt, as the Purchaser. If the storage period exceeds 30 days after the reported arrival, due Products may need to reasons laying with the Purchaser[**], the Supplier is entitled required to unilaterally cancel deliver the purchase order Products [**] at the place stated in Section 6. The Supplier should obtain any necessary export license or other documentation prior to the delivery of Products and claim inform the costs Buyer of such information. The Buyer should provide necessary assistance for the Supplier’s application.
(c) If Supplier for any reason anticipates that deliveries will not be made as required, it shall immediately give Buyer written notice setting forth the details and plan for corrective action. Such data shall be informational only and shall not be construed as a waiver by Buyer of any delivery schedule or of any such rights or remedies. If delay or inability to perform arises from interruption of supply or scarcity of raw materials or parts used by Supplier, Buyer’s orders shall be given priority in production scheduling to the same extent as Supplier’s other strategic partners. ZTE Kangxun Telecom Co. Ltd Copyright Reserved Page 8 of 35 Ver.2008-10 ZTE ZTE/Acacia Confidentialp
(d) Once Products have passed Buyer’s Delivery Inspection, which will be promptly confirmed and publicized on the Buyer’s website, ownership and risk of Products shall be transferred to Buyer.
(e) All Products shall be packed by Supplier in suitable containers with sufficient protection together with proper and necessary marks during shipment and storage. The package shall be reasonably suitable to prevent Products from damages incurred caused by moisture, vibration or contamination. The marks shall include but not limited to shipping ▇▇▇▇, Indicative ▇▇▇▇, Warning ▇▇▇▇. Supplier will be liable for any damages to the Products prior to delivery due to insufficient packaging or improper marks by Supplier.
(f) Supplier is required to print Buyer’s barcode labels from Buyer’s e-business website and stick them to the Purchaserminimum packages of delivered goods. Information on Supplier’s container labels will include, without limitation: Supplier name, Supplier P/N, Buyer P/N, PO number, production lot number, quantity, weight, carton number. Products delivered shall be attached with packing list and three copies of invoices.
Appears in 2 contracts
Sources: General Conditions of Purchase (Acacia Communications, Inc.), General Conditions of Purchase (Acacia Communications, Inc.)
Delivery. 3.11. The deadline for delivery and/or service specified in the order is binding. The delivery and/or service deadlines are understood to represent the receipt of the delivery at our works or at the delivery address (delivery) that we have named.
2. Early deliveries or partial deliveries may only be made with our written consent. We are entitled to refuse to accept goods that are not delivered according to the delivery deadline specified in the order and to return them to the supplier or store them with a third party at Supplier‘s expense and risk.
3. A delivery note, which must include our order number and order item, must be included with every delivery.
4. The consequences of incorrect or incomplete shipping documents, or shipping documents that are received late, are at Supplier‘s expense.
5. Transport insurance shall be arranged by Supplier at Supplier‘s expense.
6. As concerns the number of items, weight and dimensions, the values determined by us during goods receipt control shall be decisive, unless such quantities, weight and dimensions are proven to be otherwise.
7. If Supplier determines that Supplier shall not be able to meet the agreed deadlines for any reason, Supplier must inform us thereof in writing without delay. The obligation to observe agreed deadlines remains unaffected thereby.
8. If Supplier is delayed regarding the delivery/service (hereinafter jointly referred to as „Delivery“), we shall be entitled to perform pre- and partial deliveries without assert damages amounting to 0.2% per calendar day of the Purchaser’s approvaldelay — at the most, a total of 5% of the value of the agreed Delivery. The This shall also apply if we withdraw from the Agreement. Supplier shall fulfil our claim of such damages arising from such delay up to the time of full payment. In the event of a delay in Delivery, we shall be entitled to set an additional deadline, within three days claim compensation for damages instead of the Delivery/service and demand withdrawal after the expiration of the delivery deadline to replace the original delivery an appropriate deadline. Should we demand compensation for damages, which the Supplier shall previously confirm with have the Purchaser. The condition of adhering right to the delivery deadline prove that Supplier is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required not responsible for the safe, punctual and professional delivery are submitted on time and breach of duty. All legal claims in the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilledevent of delay remain unaffected thereby.
3.29. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging After a reasonable grace period set by us has expired, we may, additionally and regardless of any other nature shall only and/or further rights that we may have, assign services, which Supplier has failed to render, to a third party at Supplier‘s expense. Should Supplier be provided at in possession of any documents required for rendering such services, Supplier must submit them to us without delay. If patent rights hinder Delivery by the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The third party, Supplier shall be entitled obligated to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk provide an appropriate release of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on timethese rights without delay.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.
Appears in 2 contracts
Sources: Terms and Conditions of Purchase, Terms and Conditions of Purchase
Delivery. 3.1(a) Time will not be of the essence under thisContract.
(b) Unless stated otherwise in Nepean’s quotation, all Goods are supplied ex- works at the place of manufacture and delivery to a carrier's vehicle, including loading, shall constitute delivery by Nepean to the Purchaser. The Supplier No allowance has been made in the Price for transport, insurance or unloading costs. Where the Purchaser requests delivery other than ex- works Nepean, at its sole discretion, may agree to act as agent for the Purchaser to effect such delivery and all costs of carriage and insurance in relation thereto will be to the Purchaser's account. In any event the Purchaser shall ensure provision of reasonable access to the point of delivery and for off-loading and/or handling without delay.
(c) Nepean reserves the right, in its sole discretion to make partial deliveries of any Goods and to invoice such partial deliveries separately to the Purchaser in accordance with clause 6 of these Terms and Conditions.
(d) Unless otherwise expressly agreed in writing by Nepean, all delivery dates provided by Nepean are approximate only and although every reasonable effort will be made by Nepean to deliver Goods by the estimated delivery date, any failure by ▇▇▇▇▇▇ to deliver the Goods by any particular date will not entitle the Purchaser to cancel the Contract or void any of these terms of this Contract or entitle the Purchaser to claim any compensation whatsoever (including liquidated or unliquidated damages) from Nepean for latedelivery.
(e) Where ▇▇▇▇▇▇ agrees in writing to guarantee a delivery date, Nepean will not be liable for failure to fulfil or for delays in delivering the Goods where delivery is prevented, delayed or hindered by a force majeure event, any act or omission or direction of the Purchaser, the Purchaser’s employees, agents or contractors or where Nepean is delayed by any other cause beyond Nepean’s reasonable control.
(f) All delivery dates are dependent upon the timely receipt of the Purchaser’s written order, all necessary particulars or details required for production and payment of any progress claims strictly in accordance with this Contract.
(g) If after a period of 14 days from the date Nepean notifies the Purchaser that Goods are ready for delivery and delivery of such Goods is delayed for any reason beyond Nepean’s reasonable control Nepean shall be entitled, at its sole discretion, to arrange for suitable storage of such Goods at its premises or elsewhere and Nepean shall take reasonable measures to protect the Purchaser's interest in such Goods. To the extentpermitted by law, the Purchasershallpayallreasonable costs of such storage together with all reasonable costs of insurance, demurrage, handling and other contingent charges as a result of the storage and delivery of the Goods.
(h) In addition to sub clause (g) above, if Goods are in whole or in part ready for delivery and if delivery of such Goods is delayed by reason of instructions given, or lack of instructions by the Purchaser, or any other delay outside of Nepean’s reasonable control, then Nepean shall be entitled to perform pre- invoice and partial deliveries without the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required payment for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product those Goods in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaserclause 6(d).
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.
Appears in 1 contract
Sources: Terms and Conditions
Delivery. 3.1. The Supplier Except where the Company notifies the Distributor otherwise, delivery of the Products shall be entitled made DDP to perform pre- and partial deliveries without the PurchaserDistributor’s approvalnotified delivery address (as that term is defined in Incoterms 2000) (“Delivery”). The Supplier All Products shall be entitled to set an additional deadlinedelivered by the date agreed between the parties which shall be stated on the order confirmation form. If no such date is stated on the order confirmation form, the relevant Products shall be delivered within three days after the expiration [fourteen (14) days] of the delivery deadline date of the Order. Without prejudice to replace any other rights and remedies the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on timeDistributor may have, the delivery times Distributor shall be prolonged, that is notify the delivery deadline will start from Company of any failure to deliver the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product Products in accordance with professional procedures suitable for domestic transfer. Packaging any Order or of any other nature short delivery or of any damage in the delivered Products promptly on such failure or short delivery coming to its attention. Title and risk in the Products shall only pass to the Distributor on Delivery unless payment is made prior to delivery in which case title shall pass on payment. [3.1 and 3.2] Specifics of these sections are business considerations, not really legal concerns. Here are some standard terms for a basic supply/delivery arrangement. This will be provided negotiated by the parties and may differ substantially based on the particulars of the deal. PAYMENT AND PAYMENT AMOUNT Payment from the Customer shall be made under the terms in the agreement between the Customer and the Seller. The Company shall invoice the Distributor for Products ordered on or at any time after the Products concerned are delivered. The Company’s invoices are due net thirty (30) days from the date of the Company’s invoice. The prices payable for the Products shall be as set out in Appendix A. The prices as so set out are inclusive of all delivery charges which shall be included on the invoice concerned. All Orders accepted before the date of a price increase shall be at the special request and price at the expense date on which the Order was accepted. If the Distributor fails to pay the charges within thirty (30) days of the Purchaser. The Supplier is not obliged to cover any advance costs due date for payment under this agreement (other than in lieu the case of a bona fide dispute), the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier Company shall be entitled to charge storage the Distributor interest on the unpaid charges for the period from and handling fees and cancel including the purchase order due date of payment up to the date of actual payment. The interest shall be paid at the rate of [two per cent (2%)] above the base rate from time to time of the Bank of England. If the Distributor disputes the whole or any portion of the amount claimed in case a product is not received within an invoice submitted by the purchase deadline. Insofar as the Supplier fails to cancel the purchase orderCompany, the Purchaser still bears Distributor may notify the risk Company in writing within a reasonable period of receipt of the destructioninvoice together with reasons for disputing the invoice. For the avoidance of doubt, loss or damage of failure to pay the product charges in the case of delayed reception as if a bona fide dispute is not a breach of this agreement. All prices and any other charges quoted by the product had been received Company under this agreement are [exclusive/inclusive] of any applicable VAT and any customs duties imposed or levied in the Territory. The exchange rate applicable to all payments under this Agreement shall be the exchange rate published in the London Financial Times in effect on time.
3.4the date the Seller receives payment for the Product from a Customer. Insofar as Payment to the dispatching or Company shall be submitted to: [________] [4] Specifics of this are business considerations, not really legal concerns. Here are some standard terms for a basic supply/delivery arrangement. This will be negotiated by the parties and may differ substantially based on the particulars of the products deal. [4.3] Pricing details are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week usually separate from main text of the purchase price agreement. EXPORT/IMPORT REQUIREMENTS If Product will be exported from the United States, the Party responsible for distribution of the Product shall be charged obtain, at its own risk and expense, any export license or other official authorization and carry out, where applicable, ail customs formalities for the Purchaserexport of Product from the US under this Agreement and the import of such Product. The Supplier, however, can also claim Party not responsible for exporting the reimbursement Product shall use all reasonable efforts to assist the exporting Party in obtaining such import license or other authorizations necessary for the export of any additional proven costs related to the delivery from the PurchaserProduct. If the storage period exceeds 30 days after Product will be exported from a country other than the reported arrivalUnited States, due the Distributor shall be required to reasons laying obtain, at its own risk and expense, any export license or other official authorization and carry out, where applicable, all customs formalities for the export of Product and the import of such Product. The Company shall use all reasonable efforts to assist the Distributor in obtaining such import license or other authorizations necessary for the export of Product. The Party responsible for obtaining the export license or other official authorization as set forth in this Section Article 5 shall also be responsible tor insuring compliance with export requirements, including but not limited to these requirements of the Bureau of Export Administration and the Bureau of Industry and Security of the U.S. Department of Commerce. [5] Not always a separate section, and the details will differ based on the particulars of the deal. LICENSE & NON-COMPETE License. For the duration of this Agreement, the Company grants to the Distributor a non-exclusive royalty-free license, to use the Company’s intellectual property rights (including any and all trademarks, logos and other markings used by the Company) that are reasonably necessary to promote the sale of the Product to Customers within the Territory. Intellectual property rights licensed from the Company to the Distributor used or embodied in the Product remain as the sole property of the Company. The Distributor shall not apply for registration of or register any intellectual property rights that claim the Product or improvements thereof without the prior written consent of the Company, nor shall the Distributor oppose any action taken by the Company with respect to registering such rights for the benefit of the Company.. The Distributor agrees that it will (i) use the trademarks of the Company only in a manner from time to time approved by the Company accompanied by an acknowledgment that the same are the trademarks of the Company, (ii) not use the trademarks of the Company in relation to any other products or in any way which might prejudice their distinctiveness or validity or the goodwill of the Company therein; (iii) not use any other trademarks so resembling the trademarks of the Company as to be likely to cause confusion or deception; and (iv) not use the trademarks of the Company in combination with any other trademark or other names or logos other than trademarks of the Company, except with the Purchaserprior written consent of the Company. The Distributor agrees that the use of the trademarks of the Company and all goodwill associated therewith, shall inure to the Supplier is entitled to unilaterally cancel benefit of the purchase order and claim Company. The grant of the costs and damages incurred licenses from the PurchaserCompany to the Distributor under this Agreement shall be free of any charges whatsoever.
Appears in 1 contract
Sources: Distribution Agreement
Delivery. 3.1Partial delivery is not permitted unless otherwise agreed. Supplier must deliver the products to Pressalit on the delivery date at the agreed place of delivery as stated in the order. The products must be delivered within Pressalit’s normal opening hours and be marked with Pressalit’s product number and order number. A packing list must be included product number, order number, quantity delivered, certificates (where agreed), clear specification of the product as well as the name of the purchaser Unless otherwise agreed, the weight of each package may not exceed 11 kg. The quantity delivered may vary +/- 5% in accordance with the quantity ordered unless otherwise agreed. All documentation must be of a legible quality and prepared in Danish or English unless otherwise agreed. Supplier must immediately notify the Pressalit of any delay or expected delay. If the delivery is expected to take place after the agreed delivery date and has not taken place on the agreed deli- very date, Pressalit is entitled to cancel the entire order or parts of it without notice unless otherwise agreed. Urgent shipments occur at Supplier’s account it Supplier is responsible for the delay. The delivery is considered as defective if it does not correspond to the specifications stated by Pressalit (including agreed qua- lity assurance, process control, measuring reports, quantity, dispatching goods inspection at the Supplier) or does not other- wise correspond to ordinary good standards for products of the type concerned. Within a reasonable period following receipt of the product, Pressalit shall conduct an inspection of the product carried out in accordance with the incoming goods inspection and the routines connected to this, which are applicable to Pressalit. Supplier must be notified as soon as possible of any flaws and defects the inspection raises. If the delivered products have defects, Pressalit has the right, according to Pressalit’s choice, to wholly or partially cancel the agreement, return the product to Supplier at Supplier’s own account and risk, demand re-delivery or a subsequent delivery of new products. Possibly in combination with the aforementioned ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ right regarding defects, the Pressalit can furthermore demand that the Supplier remedies the defects and also contributes to the sorting of the delivered products at the place of delivery, just as Pressalit shall be entitled to perform pre- and partial deliveries without remedy the Purchaserdefects at Supplier’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm account possibly in combination with the Purchaseraforementioned right regarding defects. The condition of adhering Moreover, if the agreement is not cancelled, Pressalit has the right to demand a proportionate discount on the purchase sum as well as demand compensation for loss pursuant to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required ordi- nary rules of Danish law including subsequent costs. Pressalit’s payment for the safe, punctual products does not imply the waiving of sub- mitted claims to Supplier caused by flaws and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilleddefects.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.
Appears in 1 contract
Sources: Purchasing Agreement
Delivery. 3.1(a) During the Term of this Agreement, the Company will manufacture or allow for the Products to be manufactured by an approved manufacturer.
(b) The Company will use commercially reasonable efforts to deliver ordered products within sixty (60) days of the date of receipt of a Purchase Order from Distributor, or such later date that is requested by Distributor, to a third party logistics provider (“3PL”) for pick up by Distributor. Distributor shall acquire the Products only from the Company through the 3PL and from no other source, except for a limited period of time following the Effective Date, all Products requiring a prescription in the US will be shipped to the Distributor from WBC Group, LLC. The Supplier Company will cease shipping prescription products from WBC Group, LLC as soon as prescription licenses have been secured for delivery to 3PL, and will provide at least one week notice to the Distributor. Following notice, all Products will be delivered to the 3PL. All units of Products delivered to Distributor under this Agreement shall be entitled packed for shipment in the Company’s standard containers, and shall be shipped to perform pre- the 3PL facilities (“3PL Facilities”) for pick up by Distributor.
(c) Unless expressly agreed to in writing by the Company, the Company shall deliver all Products ordered by Distributor to the 3PL with labels and partial deliveries without Product packaging approved for sale of the Purchaser’s approvalProducts in the United States or the European Union. Distributor shall be responsible for ensuring at its sole cost and expense that any Product or Product packaging that is required to be re-labeled or repackaged (including any translation) to conform to applicable laws or regulations in the Territory shall be re-labeled or repackaged prior to any sale of such Product in the Territory.
(d) Upon delivery of the Product to the Delivery Point (defined below), the Distributor or its representative shall visually inspect the Product. The Supplier shall Distributor will have fourteen (14) days after delivery to notify the Company in writing of any deficiencies or objections to the Product with respect to the quality or quantity of the Product that can be entitled reasonably observed by inspection of the outer packaging of the Product. In case of hidden/latent defect to set an additional deadlinethe Product, within three the Distributor will have fourteen (14) days after the expiration of discovery date to notify the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the PurchaserCompany in writing. The condition of adhering Distributor must be able to prove the delivery deadline is that Product was stored per the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted requirements on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start its label from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging time of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged delivery to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss receive compensation or damage of the product replacement in the case of delayed reception as if the product had been received on timehidden/latent defect.
3.4. Insofar as (e) If the dispatching or delivery Company does not agree with the Distributor that some quantities of Product are defective, the Parties will deliver a sample of the products are Product to be postponed at a quality control laboratory chosen by mutual agreement and the Purchaser’s request, a storage fee of 0.5% per week determination concerning quality of the purchase price Product by such laboratory shall be charged for binding on the PurchaserParties.
(f) The Company shall be required to deliver substitute quantities of Product in the event that such quality control laboratory determines that the Product was defective. The Supplier, however, can also claim Company will use commercially reasonable efforts to ensure the reimbursement replacement Product will be ready for pickup by the Distributor as soon as possible and in no event later than sixty (60) days of any additional proven costs related to the delivery from the Purchasersuch determination. If the storage period exceeds 30 days after Distributor does not notify the reported arrivalCompany of any objections to the Product within the aforesaid period, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaserit will be conclusively presumed that such quantities of Product were satisfactory.
Appears in 1 contract
Sources: Distribution Agreement (Waldencast Acquisition Corp.)
Delivery. 3.1Unless stated to the contrary under the Special Conditions, delivery of all Equipment shall be in accordance with Ex Works (EXW) Incoterm 2010 rule to the place of delivery as the supplier’s premises. If at any time Supplier is unable to deliver the Equipment as required, the Supplier shall immediately notify the Renter, and in any event, not later than seven (7) days upon the Supplier become aware (or should have been aware) of the occurrence of the event causing the delay together with full details of the event causing the delay and actions to be taken to overcome or minimize delay and, where delay cannot be avoided, to inform the Renter of the earliest revised delivery date. The Supplier shall be entitled at its own costs take all actions necessary to perform pre- and partial deliveries without remedy any delay which would prevent the Purchaser’s approvaldelivery of the equipment by the date specified on the Rental Order. The Supplier shall not be entitled to set an claim any additional deadline, within three days after costs unless the expiration delay is due to a default of the Renter. In the event that the revised delivery deadline date is not acceptable to replace the original Renter, the Renter shall have the right to terminate this Rental Order and recover from the Renter all losses and expenses sustained by the Renter as a result of the delay. Time of delivery deadlineof the specified Equipment shall be of the essence. The Renter's acceptance or use of the Equipment does not constitute the Renter's acknowledgment that the Equipment is in good mechanical condition. In the event that the Equipment does not function as described in this Agreement, which the Supplier shall previously confirm with promptly service the Purchaser. The condition of adhering Equipment so that it functions as described in this Agreement in a reasonable timeframe acceptable to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the PurchaserRenter. If the storage period exceeds 30 days after the reported arrival, due Equipment cannot be serviced so as to reasons laying with the Purchaserfunction as described in this Agreement, the Supplier is entitled will replace the Equipment within 24 hours, unless other arrangements acceptable to unilaterally cancel the purchase order Renter are made. Loading and claim offloading of the costs Equipment at the Supplier site shall be the responsibility of the Supplier. Loading and damages incurred from offloading of the PurchaserEquipment at the project site shall be the responsibility of the Renter.
Appears in 1 contract
Sources: Equipment Rental Agreement
Delivery. 3.1A. Seller shall use all reasonable efforts to bunker the vessels of the buyer as promptly as possible, but shall bear no liability for any demurrage, detention or any other damage due to any delay beyond his control, including but not limited to delay caused by weather (whether usual or unusual), congestion at the terminal or prior commitments of available barges or existing facilities, howsoever caused.
B. If buyer cancels his order or fails to take delivery, in whole or in part, of the quantity to be delivered pursuant to the contract, buyer shall pay in full the contract price for the quantity set out in the relevant contract and buyer shall indemnify seller and hold seller harmless against any and all losses suffered and liabilities incurred as a result of buyer’s failure, including, as the case may be, but not limited to barge costs, storage, demurrage, pump-back fees, lost profit and hedging costs.
▇. The Supplier ▇▇▇▇▇ shall without charge immediately furnish clear and safe berth alongside vessel's receiving lines and shall render all other necessary assistance to the barge effecting delivery on 24 hours per day basis.
▇. ▇▇▇▇▇ shall be entitled responsible to perform pre- ensure that the delivery hose is properly connected to the vessel’s manifold prior to the commencement of delivery and partial deliveries without shall make all connections and disconnections between the Purchaser’s approvaldelivery hose and vessel's intake pipe, including supplying any necessary adapter or other equipment, or furnish steam, if necessary, and provide sufficient tankage equipment to receive promptly all deliveries.
▇. ▇▇▇▇▇▇ shall in no event be liable for any damage, demurrage, detention or delays resulting from causes beyond his control or avoidable by due care on the part of the buyer or his vessel.
F. The Supplier delivery shall be entitled made during normal working hours unless required and available at other times (holidays, Saturdays and Sundays) and permitted by port regulations, in which event buyer shall reimburse seller for any and all additional expenses incurred in connection therewith, including overtime.
G. All deliveries shall be deemed complete and risk of loss shall pass to set an additional deadlinebuyer when the marine fuel has passed the flange connecting the delivery facilities provided by seller. Thereafter, within three days after seller shall in no event be responsible nor liable for any loss or damage. Title to the expiration marine fuel shall pass to buyer upon full payment for the value of the delivery deadline to replace the original delivery deadlinemarine fuels delivered, which the Supplier shall previously confirm with the Purchaser. The condition of adhering pursuant to the delivery deadline is that terms of clause 7. Until such full payment has been made, seller shall have a lien over the purchase order is technically finalised vessel and approved by her bunkers for the Purchaser value of the marine fuels delivered.
▇. ▇▇▇▇▇ shall indemnify seller against any and all documents damages and permits required for the safeliabilities arising out of or resulting from any act(s) or omission(s) of buyer, punctual his servants, agents, vessel's officers or vessel's crew in connection with marine fuel delivery. Indemnification shall include all costs, reasonable attorney's fees and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are other damages, including, but not fulfilled on timelimited to, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilledcost of compelling buyer to comply with these terms and conditions.
3.2. The Supplier I. If buyer, his agents, servants, vessel's officers or vessel's crew cause any delay to seller's facilities in effectuating deliveries of fuel oils, buyer shall pack the product pay demurrage to seller at seller's established rates and reimburse seller for any and all other expenses in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaserconnection therewith.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.
Appears in 1 contract
Sources: General Terms and Conditions of Sale
Delivery. 3.1TIME IS OF THE ESSENCE IN THE DELIVERY OF ALL PRODUCTS AND SERVICES. Buyer may cancel any Order without penalty if delivery is not made by the date and time specified in the Order and such delay is not due to any action of Buyer or otherwise excused in accordance with this Agreement. No change in the scheduled delivery date or performance will be permitted, unless Buyer has otherwise agreed in writing. Buyer’s acceptance of Products or Services after the scheduled delivery date shall not be deemed to be a waiver of Buyer’s rights with respect to such late delivery, nor shall it be deemed a waiver of Seller’s obligation to comply with future scheduled delivery dates and times. Buyer’s schedules are based upon the delivery dates shown on the face of the Order. The Supplier Products or Services shall be delivered in the quantities and on the dates or on expiry of the periods specified in the Order to the place(s) named therein at the risk of the Seller, but in no event shall the Products be shipped before the earliest shipping date specified on the face of the Order. The Products shall be properly packed and secured in such manner as to reach their destination such that upon arrival they conform in all respect with the Order, and a packing slip shall accompany each parcel. Title to the Products shall pass to the Buyer on the earlier of payment and delivery to the Buyer or its agents. Transfer of such title shall not in any way prejudice Buyer’s rights of rejection. If any or all of the Products are not delivered on the date(s) specified in the Order, the Buyer shall be entitled to perform pre- accept or reject any such Products and partial deliveries return rejected Products at Seller’s risk and expense without the Purchaser’s approvalprejudice to any other of its rights. The Supplier Buyer shall also be entitled to set an recover from the Seller any monies paid by the Buyer in respect of such returned Products together with any additional deadlineexpenditure reasonably incurred by the Buyer in obtaining other products in replacement. Notwithstanding any language to the contrary on the Proof of Delivery (“POD”), within three signing a POD only signifies that a shipment was received by Buyer or its agent(s). Buyer shall have thirty (30) days after to review the expiration contents of the delivery deadline to replace the original delivery deadlineshipment and if no claim is made within such thirty (30) days, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to this will signify that the delivery deadline is that was as indicated on the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The SupplierPOD; provided, however, can also that Buyer will always be able to file a claim the reimbursement of any additional proven costs related as to the delivery quality of the Products delivered, and Seller recognizes that the quality may not be ascertainable until the Products are used. This Agreement contains specific brand identifiers for most items. Carnival expects that all items delivered will be of the correct brand and item specification. In the event that Seller cannot deliver the contracted brand, the Buyer must be notified immediately. In the event that a brand is delivered that is not the contracted brand and there is no prior written approval from the Purchaser. If the storage period exceeds 30 days after the reported arrivalBuyer, due Seller agrees that Buyer shall treat such Products, as test samples which are free of charge to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the PurchaserBuyer.
Appears in 1 contract
Sources: Product and Service Supply Agreement (Biohitech Global, Inc.)
Delivery. 3.1Time is of the essence for Supplier’s delivery, performance and all other obligations arising herein. Buyer has no obligation to accept any delivery that does not meet the scheduled Delivery Date. Supplier shall be liable for all costs incurred by Buyer as a result of early or late deliveries, including expedited shipment or procurement of replacement Deliverables if Buyer so elects in its sole discretion. Supplier will provide immediate written notice to Buyer of any anticipated delay and the anticipated actual time for late delivery (hereinafter referred to as “Grace Period”- Grace period cannot be longer than eight (8) calendar days). The Supplier Parties further acknowledge and agree that the following liquidated damages are believed to represent a genuine estimate of the loss that would be suffered by Buyer by reason of any late deliveries (which losses would be difficult or impossible to calculate with certainty) and are neither intended as a penalty nor operate as a penalty. Buyer shall be entitled to perform pre- and partial deliveries without the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week assess two (2) percent of the purchase price shall be charged of the late delivered Deliverable for each full calendar day of late delivery starting on the Purchaserday after the Delivery Date or Grace Period as liquidated damages. The SupplierNotwithstanding the foregoing, howeverunless Section 22. Force Majeure applies, can also claim if Supplier fails to properly deliver the reimbursement Deliverables, Buyer, in its sole discretion, may do one or more of the following: (i) cancel the PO in whole or in part; (ii) return previously delivered Deliverables which were ordered in connection with the canceled PO and which are no longer needed; (iii) cancel any additional proven costs current PO(s) pursuant to which Buyer had ordered which was related to the delivery canceled PO and which is no longer needed as a result of such cancellation; (iv) declare Supplier to be in default; (v) purchase replacement Deliverables from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying another source at Supplier’s sole cost and expense; or (vi) insist on compliance with the Purchaserterms and conditions of this PO by Supplier. Unless otherwise agreed upon in writing between the parties, delivery of the Supplier is entitled Deliverables will be made pursuant to unilaterally cancel "FCA Supplier’s facility (Incoterms 2020)". Title to the purchase order and claim Deliverables shall be transferred to Buyer upon delivery of the costs and damages incurred from the PurchaserDeliverables to Buyer.
Appears in 1 contract
Sources: General Terms and Conditions for Indirect Procurement
Delivery. 3.1a. All delivery dates set out in the UOP proposal(s) are estimates. The Supplier shall be entitled to perform pre- Unless the parties otherwise mutually agree in writing on the transfer of title and partial deliveries without the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product products, for products shipped outside the country of UOP’s designated shipping site, title and risk of loss or damage to the products will pass from UOP to Company at the point in time immediately after the case products leave the territorial waters of delayed reception as such country if shipped via ocean transport, or leave the product had been received on time.
3.4. Insofar as overlying airspace of such country if shipped via air transport, or cross the dispatching border of such country and enter into a foreign jurisdiction if shipped via ground transport, whichever occurs first; and for products shipped to Company’s destination within the country of UOP’s designated shipping site, title and risk of loss or delivery damage of the products are will pass from UOP to be postponed Company at the Purchaserpoint in time the products are loaded on the freight carrier at UOP’s requestdesignated shipping site. Deliveries may be made on or before the requested delivery date and in partial shipments.
b. Deliveries may be made in partial shipments. UOP will not be liable to Company or any third party for any damages or penalties whatsoever, whether direct, indirect, special or consequential (including, without limitation, liquidated damages in your contracts with Company’s customers), resulting from ▇▇▇’s failure to perform or its delay in performing, unless otherwise agreed in a storage fee signed writing by an authorized representative. Notwithstanding the foregoing, if UOP delivers a quantity of 0.5% per week product in excess of the purchase price shall be charged for the Purchaser. The Supplierquantity ordered by Company, howeveror a type of product different than that ordered by Company, can also claim the reimbursement of any additional proven costs related Company may return such excess or different product to the delivery from the Purchaser. If the storage period exceeds 30 UOP within sixty (60) calendar days after invoice at UOP's cost for a full refund. Additionally, UOP shall bear the reported arrivalcost of redirecting shipments made to a location other than that set forth in this Agreement if caused solely by its error. Company is liable for any delays or increased costs incurred by UOP caused by Company’s acts or omissions including, without limitation, all costs UOP incurs for redirecting shipments due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaserany incorrect information or address you or your representatives provide.
Appears in 1 contract
Sources: Sales Contracts
Delivery. 3.1. The Supplier shall be entitled to perform pre- and partial deliveries without the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration (a) Upon completion of the delivery deadline to replace construction of the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time Platform and the Purchaser fulfils the agreed conditions tests and additional responsibilities. Insofar trials as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if Specifications, and after having obtained all required approvals and certifications from ABS and the product had been received on time.
3.4. Insofar as the dispatching or Regulatory Bodies, Builder shall tender delivery of the products are Platform to Owner. Prior to tendering delivery, Builder shall have remedied at Builder's sole cost and expense any defects discovered by Owner, Builder or ABS in Builder's workmanship or materials including installation of Owner Furnished Equipment or any other non-conformity of the Platform with the requirements of the Specifications and this Agreement and shall have performed any re-tests necessary to ensure that such items have been fully corrected. Owner shall accept such tender of delivery, and Owner shall not have the right to refuse to accept delivery of the Platform provided the same is substantially completed, except for minor items acceptable to Owner to be postponed at the Purchaser’s requestcompleted as mutually agreed between Owner and Builder, a storage fee and capable of 0.5% per week being utilized by Owner. Any remaining items shall be completed by Builder following delivery and prior to departure of the purchase price Platform from Builder's yard, or Owner and Builder may mutually agree on an appropriate reduction of the Contract Price for such remaining items.
(b) To evidence acceptance of the Platform by Owner, Builder and Owner shall be charged for execute and deliver a Protocol of Acceptance and Delivery acknowledging delivery of the PurchaserPlatform. The Supplier, however, can also claim Builder shall further deliver to Owner a Bill of Sale confirming the reimbursement conveyance of any additional proven costs related title to ▇▇▇ Platform to the Owner, which Bill of Sale shall (i) generally describe the Plat▇▇▇▇ as a mobile, self-contained and elevating platform, (ii) contain a general warranty of title and freedom from liens (except as to matters arising by, through, or under Owner) in favor of the Owner, and (iii) be deemed to contain the additional warranties and covenants set forth in Section 11 of this Agreement without the necessity of making any reference to such warranties in the Bill of Sale. Builder shall also deliver to Owner the remaining delivery documents set forth in the Specifications.
(c) Builder shall deliver the Platform along side Builder's dock at Builder's Yard. Following delivery and acceptance, Owner shall have the right to dock the Platform at Builders Yard for a period not to exceed thirty (30) days, after which time the Platform must depart from Builder's Yard. During such post-delivery docking period, Owner shall pay to Builder its standard charges for shore power, potable water, and security guard service. All such charges must be paid by Owner to Builder prior to departure of the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred Platform from the PurchaserBuilder's Yard.
Appears in 1 contract
Delivery. 3.1a. The Product(s) comprise (a) General Cargo (Main Consignment) and (b) Dangerous Goods (Chemicals). The Supplier Main Consignment and Chemicals comprising the Product(s) shall be shipped and handled separately in accordance with the conditions/requirements mandated by the Customs/concerned Airlines.
b. Delivery will be made on Ex-Works basis unless otherwise agreed in the order acknowledgement by SCIEX India. Standard service delivery hours are 8 am – 5 pm Monday through Friday, excluding holidays.
c. Legal title and risk of loss or damage pass to Buyer upon the goods being made available at SCIEX India's premises to the carrier of Buyer.
d. Cost of transportation and insurance shall be solely borne by Buyer.
e. SCIEX India will use commercially reasonable efforts to deliver the Products ordered herein within the time specified by SCIEX India on the face of this document, or, if no time is specified, within SCIEX India's normal lead-time necessary for SCIEX India to deliver the Products sold hereunder.
f. In the event of a threatened or anticipated delay in delivery, SCIEX India may promptly inform the Buyer thereof and SCIEX India and the Buyer shall consult on the most practical manner to remedy any adverse consequences thereof.
g. The delivery of the Products can be suspended by SCIEX India as long as the Buyer has not yet fulfilled any of its obligation as contemplated herein.
h. Upon prior agreement with Buyer and for an additional charge, SCIEX India will deliver the Products on an expedited basis.
i. The Buyer is obliged to take possession of the Products on the confirmed delivery date and time. Should the Buyer for any reason, not take possession of the Products at the time of delivery: (i) the Products shall be deemed to have been delivered; (ii) the risk in the Products shall pass to the Buyer; and (iii) SCIEX India is entitled to perform pre- store the Products at the sole expense and partial deliveries without the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration risk of the Buyer. Such protective measure does not suspend the payment obligation of the Buyer. In case for any reason the Buyer realizes that the Buyer is not able to take delivery deadline of the Products on the agreed date or at the place mentioned in the order acknowledgement, the Buyer shall notify SCIEX India at least 14 days prior to replace the original delivery deadlineagreed date of delivery, the particulars of the altered date on, or the altered place at, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or Buyer desires delivery of the products are Products, and SCIEX India shall, on payment by the Buyer of additional freight charges, as applicable, arrange to be postponed at deliver the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related Products to the delivery from Buyer on such altered date or such altered place as the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchasercase may be.
Appears in 1 contract
Sources: Terms & Conditions of Sale
Delivery. 3.1. The Supplier shall be entitled to perform pre- and partial deliveries without the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration Time is of the delivery deadline essence for Delivery and all other obligations arising herein. “Delivery Date” and/or “Dock Date” shall mean the date Supplier is required to replace deliver the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering Product to the delivery deadline is that locations designated on Buyer’s Purchase Order. If Supplier does not meet the purchase order is technically finalised scheduled Delivery Dates, and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to demonstrate to Buyer that it has taken best commercial efforts to comply with meeting the Delivery Dates, then Buyer may, at its option cancel the purchase orderthis Purchase Order, the Purchaser still bears the risk or any part of this Purchase Order without incurring any liability. If Buyer requests expedited shipment of any late deliveries, Supplier will be responsible for shipping cost. Supplier will not ship ahead of the destructionscheduled Delivery Date unless authorized by Buyer in writing. Buyer may re- turn, loss or damage at its option, all unauthorized early shipments to Supplier at Supplier’s expense. Payments for early shipments unauthorized by Buyer will be postponed until the applicable due date after the scheduled Delivery Date. Supplier, when it has reason to believe that deliveries will not be made as scheduled, will provide immediate written notice to Buyer setting forth the cause of the product such anticipated delay. Supplier shall be, in addition to any other remedy available to Buyer, liable for Buyer’s documented additional expenses due to its failure to deliver in the case event that it fails to provide such notice. Notwithstanding the above, neither Buyer or Supplier will be liable for delays or defaults due to fires, floods, earthquakes, riots, storms or acts of delayed reception civil or military authority and without their fault or negligence. In the event that any such condition exists as if to Supplier, Buyer may at its option, cancel affected Purchase Order in whole or in part. All internationally shipped products will be shipped under "FCA Suppliers Facility (Incoterms 2010)". Products shipped under domestic transport may be FCA or other Incoterm agreed between Supplier and Jabil. For FCA terms, Supplier must utilize the product had been received on time.
3.4carriers or forwarder provided in Jabil’s shipping guidelines for the transit from Supplier’s facility to the Jabil’s receiving dock. Insofar as Supplier must utilize Jabil’s specified transportation agent for all shipments. If Supplier uses any other transportation agent, Supplier will reimburse Jabil for any additional costs incurred for transportation. If no transportation agent is specified, Supplier will use a transportation agent acceptable to Jabil. Title shall be transferred to Jabil upon the dispatching or physical delivery of the products are Products to be postponed at the Purchaserfinal destination designated on Jabil's 00-LL10-PURTC-001-H Jabil Confidential Information Rev. 6/2017 Purchase Order . Jabil assumes risk of loss for Products when Products have been received by Jabil’s request, carrier or forwarder. In the event a storage fee of 0.5tooling Delivery is delayed and it is estimated that such delay will exceed more than 25% per week of the purchase price shall be charged for the Purchaser. The Supplieragreed completion Date/Delivery time, howeverBuyer may, can also claim the reimbursement of at its option cancel this Purchase Order without incurring any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaserliability.
Appears in 1 contract
Sources: Purchase Order
Delivery. 3.1Unless otherwise agreed to by Seller in a purchase order, delivery terms are Ex Works (Incoterms 2020) at Seller’s designated facility with the exception that Seller is responsible for obtaining the export license and completing all export clearance documents. The Supplier Buyer is responsible for all carriage, duties, taxes, and other charges to enable import clearance. Unless otherwise agreed to by Seller in a purchase order, Seller will schedule delivery in accordance with its published lead-time. Seller reserves the right to assess an expedite fee for purchase orders requested to be shipped prior to agreed lead-times. Buyer will pay all transportation costs (including insurance, taxes, and customs duties) and for any claims to be filed with the carrier. Title to goods will pass to Buyer alongside risk of loss or damage in accordance with the applicable Incoterm agreed between the Parties. Unless expressly specified to the contrary, stock goods will be shipped promptly, and goods not in stock will be shipped as soon as commercially reasonable. However, unless expressly specified to the contrary, all shipping dates are approximate and time shall not be of the essence. Shipping dates are based upon the prompt receipt of all necessary information from the Buyer and on the correct, complete and punctual self-supply of the Seller. Seller will not be liable for any damage, loss, fault, or expenses arising out of delays in shipment or other nonperformance of its obligations caused by force majeure, act of God, or any other cause or condition beyond Seller's reasonable control and foreseeability. In the event of any such delay or nonperformance, Seller may, at its preference, and without liability, cancel all or any portion of a purchase order and/or extend any date upon which any performance thereunder is due. Any delivery not in dispute shall be entitled paid for regardless of other controversies relating to perform pre- and partial deliveries without other delivered or undelivered goods. Orders will be considered complete upon shipment of a quantity up to 5% over or under the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that amount specified in the purchase order is technically finalised and approved by insofar as this can be deemed reasonably acceptable for the Purchaser and all documents and permits required for when it is impracticable to produce the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilledexact quantity ordered.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.
Appears in 1 contract
Sources: Sales Contracts
Delivery. 3.1. The Supplier Goods shall be entitled to perform pre- and partial deliveries without shipped F.O.B. HBI’s designated delivery location as set forth on the Purchaser’s approvalP.O. Requested delivery time or times are set forth in the P.O. and, when accepted by Seller, are firm. The Supplier shall Unless otherwise agreed by HBI in writing, the entire P.O. must be entitled to set an additional deadline, within three days after delivered by the expiration date specified. Time is of the delivery deadline essence. Goods not timely delivered are non-conforming. Seller agrees to replace the original delivery deadlinepay whatever additional cost, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destructionexpense, loss or damage HBI or its customers sustain as a result of any delay or any other deviation from the P.O., including lost sales, lost profits, and any incidental or consequential damages, including cover (under the UCC) unless the delay is due to unforeseeable causes beyond the control and without the fault or negligence of Seller. Seller shall not ship in advance of the product time necessary to meet HBI’s delivery schedule, except as consented to by HBI. Seller shall promptly notify HBI of any delay or anticipated delay in delivery. Should Seller, for any reason, not comply with HBI’s delivery schedule, HBI may either approve a revised delivery schedule or may terminate the case applicable P.O. without liability. Seller shall not unreasonably anticipate delivery by purchasing materials or manufacturing quantities in excess of delayed reception as if what is reasonably required to meet HBI’s schedule. Items received in advance of HBI’s delivery schedule may, at HBI’s option, be returned at Seller’s expense or accepted, with payment withheld until the product had been received scheduled delivery date. Any overshipments, including minimum requirements without advance agreement, are made at Seller’s risk and shall be Seller’s responsibility. HBI reserves the right to reject and return the same at Seller’s expense. HBI shall have the right to cancel any future delivery on time.
3.4the P.O. for any reason upon thirty (30) days’ notice to Seller. Insofar as the dispatching or delivery Seller shall bear all risk of loss, damage, theft and other risks until HBI’s acceptance of the products are Goods, except that if HBI rightfully rejects the Goods, receives a nonconforming tender, or revokes its acceptance, the risk of loss and title shall be deemed to be postponed at the Purchaser’s requesthave remained with Seller. The parties agree that any contrary provisions of sections 2-509, a storage fee of 0.5% per week 2-510 or other provisions of the purchase price Uniform Commercial Code or other applicable law shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related not apply to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.P.O.
Appears in 1 contract
Sources: Purchase Agreement
Delivery. 3.1. The Supplier shall be entitled to perform pre- and partial deliveries without the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline (a) Seller is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required responsible for the safe, punctual and professional delivery Products until they are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided received at the special request destination point specified on the face of this Order. If Products are received more than five (5) days ahead of specified schedule, Buyer may either keep the Products and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception make payment as if the product had been received delivery was made per the specified delivery or return the Products to Seller at Seller’s expense. The delivery dates contained in this Order are the dates that the Products are required on timedock at the specified destination. In no event shall Buyer’s acceptance of any early delivery accelerate any payment obligations of the Buyer.
3.4. Insofar as the dispatching or delivery (b) Time is of the products are essence in performing this Order. If Seller experiences or anticipates any delay in performing this Order, Seller shall immediately notify Buyer in writing of such delay, its expected duration, the reasons thereof, the action being taken to mitigate such cause of non-delivery and when on-schedule status will be postponed regained. Neither such notification nor an acknowledgment by Buyer shall constitute a waiver of this Order’s specified delivery schedule or of any rights or remedies of Buyer under this Order. The delivery schedule shall not be modified unless the parties do so in writing or as otherwise provided in Clause 4. Seller shall be liable for any damages resulting from a delay in delivery, and Seller shall, at the Purchaserits expense, take whatever reasonable action is necessary, with or without Buyer’s request, to meet such schedules as set forth herein or to recover to the maximum extent possible any delay in meeting such schedules. Such reasonable action by Seller shall include, but not be limited to, expedited shipment at Seller’s expense.
(c) In addition and without prejudice to any of Buyer’s other rights or remedies provided herein, Buyer may assess the following liquidated damages against Seller: (i) $200.00 (USD) for each nonconforming Product delivered to Buyer under this Order; and (ii) $100.00 (USD) for each day of delay for each Order that is not delivered by its specified delivery date. Buyer may charge Seller for such liquidated damages automatically as a storage fee of 0.5% per week of the purchase price debit memo issued to Seller’s account. These liquidated damage amounts are only intended to compensate Buyer for certain reasonable, but difficult to calculate costs, expenses, and other damages directly resulting from Seller’s failure to perform hereunder and shall be charged without prejudice to any of Buyer’s rights to recover any other costs, expenses, or damages for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier which Buyer is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaserotherwise entitled.
Appears in 1 contract
Sources: Terms and Conditions of Purchase
Delivery. 3.1. The Supplier Delivery of the Goods to Buyer shall be entitled to perform pre- and partial deliveries without the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, made: (a) within three 30 working days after the expiration Seller receives from Buyer an order for standard lockers, (b) within 60 working days after Seller receives from Buyer an order for non-standard lockers and (c) within a mutually agreed upon period after Seller receives from Buyer an order for any other Goods. For purposes of the delivery deadline foregoing, working days shall include Monday-Friday except holidays and normal summer vacation periods when production is suspended by Seller. In no event will Seller be required to replace deliver any Goods to Buyer with a sales value in excess of $435,000 in any calendar month except when Buyer provides to Seller a ninety (90) day production planning notice. Time is of the original delivery deadline, which the Supplier shall previously confirm essence with the Purchaser. The condition of adhering respect to the delivery deadline schedules set forth herein and Seller acknowledges that Buyer may incur significant incidental or consequential damages in the event that Buyer is that unable to fulfill its obligations to customers on a timely basis as the purchase order is technically finalised and approved by result of Seller's failure to meet the Purchaser and all documents and permits required delivery schedule. However, Seller will not be responsible for the safefailure to perform its obligations for deliveries if such failure arises out of causes beyond its control and is not the result of its fault or negligence. Such causes may include but are not limited to acts of God, punctual fire, strikes and professional delivery are submitted on time unusually severe weather. Seller shall not ship, transport or otherwise attempt to deliver any Goods to Buyer unless and until Seller shall have received a written notice from Buyer specifying the type and quantity of Goods required and the Purchaser fulfils the agreed conditions and additional responsibilitieslocation to which such Goods are to be delivered. Insofar as said conditions are not fulfilled on time, the delivery times Seller shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product deliver such Goods in accordance with professional procedures suitable for domestic transfer. Packaging Buyer's instructions, the cost of any other nature shall only such delivery to be provided at the special request and at the expense of the Purchaserborne by Buyer. The Supplier is risk of loss for the Goods shall not obliged pass to Buyer until such time as Seller has delivered the Goods to the carrier in the manner set forth above. Buyer shall be responsible for obtaining such insurance, if any, as it deems appropriate to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, damage or loss or damage of the product in the case of delayed reception as if the product had been received on timetransit.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.
Appears in 1 contract
Sources: Manufacturing Agreement (American Locker Group Inc)
Delivery. 3.1Delivery periods are only binding if the Supplier expressly acknowledges them as such in writing. The delivery period shall begin on the day on which the order was clarified and an order confirmation is present. The delivery period shall be adhered to when the goods leave the factory or the warehouse within the period. If the shipment or collection is delayed for reasons which are not the fault of the Supplier, the period shall be considered as adhered when the readiness for dispatch notice is given within the agreed period. If the non-adherence to the period is due to force majeure, e.g. bad weather, mobilisation, war, riot or strike, lock-out, incorrect or delayed deliveries from suppliers or the occurrence of unforeseeable obstacles which are beyond the control of the Supplier or his suppliers, the period shall be extended appropriately. If the Supplier falls behind schedule, the Purchaser can request delay compensation for each week of the delay which has been completed in the amount of 0.5% up to a maximum of 5% of the value of the goods which were delivered late if he credibly establishes that he has incurred damages as a result of the delay. Other compensation claims from the Purchaser due to delivery delays and in lieu of performance shall be excluded in all cases of delivery delays, even if a grace period set for the Supplier expires. This shall not apply in cases of intent, gross negligence or due to injury to life, limb or health. Any change to the burden of proof to the detriment of the Purchaser shall not be linked to this. Otherwise the right of the Purchaser to withdraw after an unsuccessful expiration of a grace period set for the Supplier shall be entitled to perform pre- and partial deliveries without the Purchaser’s approvalremain unaffected. The Supplier shall be entitled Purchaser is obliged to set state whether or not he wishes a withdrawal from the contract and/or compensation in place of performance due to a delay in delivery within an additional deadline, within three days after appropriate period when requested by the expiration Supplier. If the Purchaser causes a delay in the shipment or delivery of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on timeobjects, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails resulting additional costs to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.
Appears in 1 contract
Sources: General Terms and Conditions
Delivery. 3.1. The Supplier shall be entitled obligation of Seller to perform pre- meet all delivery dates, specifications, and partial deliveries without the Purchaser’s approval. The Supplier shall be entitled to quantities set an additional deadline, within three days after the expiration in this Order is of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaseressence. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products Deliveries are to be postponed made both in quantities and at times specified in this Order or such quantities and items specified pursuant to Buyer’s written instructions. Seller shall immediately notify buyer in the event that its timely performance under this Order is delayed or likely to be delayed, in whole or in part, and Seller shall provide Buyer with all available information regarding the reasons for such delay. Unless otherwise specifically provided on the face of this Order, the product will be delivered DDP Buyer’s facility of manufacture (Incoterms 2010). In the event this Order includes the delivery of equipment which requires installation, Seller shall install such equipment (at its sole expense) at Buyer’s designated site upon request from Buyer. Title and risk in the product shall remain with Seller until they are delivered at the Purchaserpoint specified in the Order and transferred to ▇▇▇▇▇’s requestpossession at which time title and risk in the products shall transfer to Buyer. Buyer may at its option, a storage fee of 0.5% per week either retain items received in advance of the purchase price requested delivery schedule or return them to Seller at Seller’s risk and expense. If retained, payment and discount shall be charged for based on the Purchaserschedule delivery dates. The SupplierIn the event that Seller fails to deliver as and when specified, however▇▇▇▇▇ reserves the right to cancel this Order, can also claim the reimbursement or any part thereof, without prejudice to its rights or remedies and Seller agrees that ▇▇▇▇▇ may return part or all of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrivalso shipment made, due to reasons laying with the Purchaserand if this Order calls for partial shipments, the Supplier is entitled balance may be cancelled or suspended upon notice and Buyer may charge Seller with any expedited routing charges or any loss or expense sustained as a result of such failure to unilaterally cancel deliver as specified. Buyer reserves the purchase order and claim right to return the costs and damages incurred from portion of the Purchasershipment in excess of the quantity ordered, at Seller’s expense.
Appears in 1 contract
Sources: Terms and Conditions of Purchase
Delivery. 3.14.1 Before shipment, the Buyer shall be responsible for arranging testing and inspection of the Products at the Designated Location. PCH shall have no liability for any claim in respect of any defect in the Products which is made after shipping or in respect of any damage during transit. In the event of a non-conformity, at PCH’s sole discretion PCH may repair, replace, and/or credit the non-conforming Product. In the event of such repair or replacement, Buyer agrees to follow all of PCH’s procedures and to bear the costs of returning the product to PCH. The Supplier Buyer shall be entitled to perform pre- and partial deliveries without responsible for complying with any legislation or regulation governing the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration importation of the delivery deadline Products into the country of destination and paying any duties on them.
4.2 Buyer acknowledges that PCH’s ability to replace deliver the original delivery deadline, which Order or any part of the Supplier shall previously confirm with the PurchaserOrder is subject to PCH’s own suppliers being in a position to deliver to PCH. The condition Buyer acknowledges that in times of adhering high demand for Products and similar products to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safeProducts, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are PCH may not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged able to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or make delivery of the products Order or part of the Order within the anticipated or communicated timeframe. PCH will endeavor to provide Buyer with weekly updates with regard to the ability to deliver the Order or any part of the Order. Buyer acknowledges that in the event it becomes apparent to PCH that it will not be in a position to fulfill the Order or any part of the Order PCH may cancel the Order or any part of the Order and will be under no obligation to deliver the Order or any such part of the Order. PCH will have no liability in regard to its failure to deliver the Order or any part of the Order.
4.3 Dates quoted for delivery of the Products are approximate only and PCH shall not be liable for any delay in delivery, however caused. Time for delivery shall not be of the essence unless previously agreed by PCH in writing.
4.4 PCH will deliver the Products to the address specified in the Order, unless otherwise agreed. Delivery shall occur upon physical delivery of the Products to the Buyer or its carrier, on upon withdrawal or collection from the Designated Location.
4.5 If the Buyer fails to take delivery of the Products or fails to give PCH adequate delivery instructions at the time stated for delivery then, without prejudice to any other right or remedy available to PCH, PCH may at its sole discretion store the Products until actual delivery and charge Buyer for the reasonable costs including, but not limited to, insurance, storage and finance fee. If Products are not collected within 7 days from the initial delivery date, PCH may at its sole discretion: (a) sell the Products at the best price readily obtainable and (after) deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Terms or charge the Buyer for any shortfall below the price under the Terms or (b) arrange delivery of the Products to the Buyer at the Buyer’s expense and as the Buyer’s agent. PCH, at its sole discretion, may agree to arrange for the Products to be postponed at the Purchaser’s requesttransported to some place other than its own designated location for delivery, a storage fee of 0.5% per week of the purchase price in which case Buyer shall be charged liable for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven entire expenses and costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaserby PCH.
Appears in 1 contract
Sources: Purchase Order
Delivery. 3.1Unless otherwise agreed in writing, all deliveries of Products shall be made Ex Works of Seller's factory in accordance with ICC's Incoterms (2000). All risks of loss or damage to the Products shall pass from the Seller to the Buyer when the Products are delivered to the Buyer in accordance with the agreed trade term as defined in ICC's Incoterms (2000). The Supplier Seller may make deliveries in installments which will be invoiced individually. The Buyer will make payment in accordance with clause 4 of these Standard Terms and Conditions. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ – USA Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ - E-mail: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ Released January 4, 2010 – Supersedes February 15, 2007 Times specified for delivery of the Products are given and intended as estimates only unless otherwise agreed in writing. Where a firm time for delivery has been expressly agreed upon, no delivery shall be entitled considered overdue until the Buyer has made a written request for delivery and given the Seller a reasonable opportunity to perform pre- and partial deliveries without the Purchaser’s approvalcomply therewith. The Supplier Buyer shall be entitled have the right to set an additional deadline, within three days after cancel the expiration of Contract by serving written notice to the delivery deadline Seller if the Seller is unable due to replace the original delivery deadline, circumstances for which the Supplier shall previously confirm it is fully responsible to comply with the Purchaser. The condition of adhering to the extended or postponed delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils Buyer has stated in writing when agreeing to the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, new delivery time that it will refuse to take delivery if the new delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier date is not obliged to cover any advance costs met. In no event shall the Seller be liable for indirect, special, consequential or punitive damages arising out of or in lieu of connection with the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or late delivery of the products are to be postponed at Products. The Buyer shall inspect or have inspected the Purchaser’s requestProducts delivered and shall notify the Seller in writing of any discrepancy regarding the quantity, a storage fee of 0.5% per week specification or quality of the purchase price Products to the order within fourteen (14) days of receipt of the Products. Once this time period has elapsed, the Buyer shall be charged for deemed to have accepted the PurchaserProducts. The Seller shall replace incorrect Products and deliver additional Products to meet the ordered quantity and the Buyer shall have no claim to compensation whatsoever. The Buyer shall not return any Products without the prior written permission of the Supplier, however, can also . Submitting a claim shall at no time release the reimbursement of any additional proven costs related to Buyer from its obligations under the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the PurchaserContract.
Appears in 1 contract
Delivery. 3.1. The Supplier shall be entitled to perform pre- and partial deliveries without the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration 7.1 Risk of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage to Equipment contained in each shipment shall pass to Buyer upon delivery thereof to a carrier at Seller's manufacturing plant. With respect to Equipment ordered on an EF&I basis, Seller shall at its expense, remedy any damage to such Equipment when such damage is caused by the negligence or willful misconduct of Seller's personnel during installation and SLAT. Title to Equipment supplied hereunder, excluding Software, shall vest in Buyer upon full payment thereof by Buyer.
7.2 The normal delivery intervals applicable to Equipment furnished hereunder shall be those intervals shown in Exhibit B however, Seller's only obligation shall be to meet delivery dates set forth in an accepted Release Order. If Seller, prior to acceptance of a Release Order, advises Buyer that it cannot meet a delivery date requested in the Release Order, both parties will negotiate a revised date prior to Seller's acceptance of the product in the case Release Order. The installation and SLAT intervals applicable to each EF&I Release Order shall be quoted by Seller and agreed to by Buyer prior to issuance of delayed reception as if the product had been received on timesuch Release Order.
3.4. Insofar as 7.3 In the dispatching or event of a delay in delivery of Equipment, which is the products are to be postponed at subject of an accepted Release Order, beyond the Purchaser’s date agreed upon in such CONTRACT NO. IFN9301C Release Order and such delay is not excused under the provisions of Section 13 hereof, then upon Buyer's request, a storage fee of 0.5% per week shipment of the purchase price delayed Equipment when ready to ship shall be charged for the Purchaser. The Suppliermade specifying priority transportation, howeverand, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaserin such circumstances, the Supplier is entitled amount by which the cost of such priority transportation exceeds the cost of transportation that would have been payable by Buyer pursuant to unilaterally cancel the purchase order and claim the costs and damages incurred from the PurchaserSection 5.5 shall be borne by Seller.
Appears in 1 contract
Sources: Supply Agreement (Itc Deltacom Inc)
Delivery. 3.1. The Supplier A. Deliveries shall be entitled made both in quantities and at times specified on the Order or on Releases furnished by Purchaser. Time and quantity of delivery are of the essence of each Order. Seller shall adhere to perform pre- shipping directions specified on the Order or Releases. Seller understands that the Purchaser is not able to check the received quantities immediately upon the receipt and partial deliveries without agrees that the Purchaser shall have the right to refuse the excess quantities by sending the declaration of refusal to the Seller at any time, even after the receipt of the invoice. Purchaser shall not be required to make payment for Goods delivered to Purchaser that are in excess of firm quantities and delivery schedules specified in Purchaser's Releases. Purchaser may change the rate of scheduled shipments or direct temporary suspension of scheduled shipments, neither of which shall entitle Seller to a modification of the price of Goods covered by any Order. With each delivery, Seller shall be deemed to have made the representations, warranties and covenants with respect to its financial and operating condition provided in Section 14.
B. Premium shipping expenses and/or other related expenses necessary to meet delivery schedules set forth in Releases shall be Seller's sole responsibility, unless the delay or expense was solely the result of Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, negligence and Seller provides Purchaser with notice of any claim against Purchaser within three ten (10) days after the expiration occurrence of the delivery deadline alleged negligent action of Purchaser giving rise to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilledsuch claim.
3.2. The Supplier C. Notwithstanding any agreement concerning payment of freight expenses, delivery shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request not have occurred and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of loss shall not have shifted to Purchaser until the destruction, loss or damage of the product in the case of delayed reception as if the product had Goods have been received on timedelivered to Purchaser's applicable facility and have been accepted at that facility.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.
Appears in 1 contract
Sources: Purchase Order Terms and Conditions
Delivery. 3.1. The Unless expressly agreed otherwise by the parties in writing, Supplier shall be entitled to perform pre- select the method of shipment and partial deliveries without the Purchaser’s approvalcarrier for the Products. The Each shipment constitutes a separate sale, and Dealer shall pay for the units shipped. Supplier shall be entitled to set an additional deadline, within three days after deliver the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering Products to the delivery deadline is that point specified in the relevant purchase order using Supplier’s standard methods for packaging and shipping the Products. All Prices are F.O.B. purchase order delivery point. Any time quoted for delivery is technically finalised and approved by the Purchaser and all documents and permits required for the safean estimate only; provided, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolongedhowever, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack use commercially reasonable efforts to deliver all Products on or before the product requested delivery date. If there is a shipment delay caused by Supplier’s failure to produce the material in accordance the time agreed upon and such delay impacts Dealers ability to perform its installation duties, Dealer will assess additional costs incurred by Dealer, if any, and work with professional procedures suitable Supplier to mitigate any loss of income. Notwithstanding anything set forth herein to the contrary, in no event shall Supplier be responsible for domestic transfer. Packaging any delays caused by any event of Force Majeure or any other nature for any liquidated damages that exceed $5,000 and shall only be provided at the special request and at the expense responsible for those liquidated or delay damages directly caused by Manufacturer’s acts or omissions. Dealer shall inspect Products received under this Agreement within twenty-four hours of receipt of the Purchaser. The Supplier is not obliged to cover Products (the “Inspection Period”) and either accept or, if any advance costs Products are nonconforming or in lieu excess of the Purchaser.
3.3quantities ordered, reject these Products. Dealer will be deemed to have accepted the Products designated unless it notifies Supplier in writing of any nonconforming, damaged or excess products during the Inspection Period and furnishes written evidence or other documentation as required by Supplier. If Dealer timely notifies Supplier of any nonconforming, damaged or excess Products, Supplier shall, in its sole discretion, will assess and replace any nonconforming Products or damaged with conforming Products or refund the Price for self-arranged transport shall be received within 3 working days subsequent to their reported arrivalany nonconforming Products or damaged. The Supplier shall be entitled also refund the Price for any excess Products. Dealer acknowledges and agrees that the remedies set out in section are Dealer’s exclusive remedy for the delivery of nonconforming or excess Products, subject to charge storage Dealer’s limited warranty rights set forth herein regarding any Defective Products for which Dealer has accepted delivery under this section. Title and handling fees and cancel the risk of loss to Products shipped under any purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails passes to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received Dealer on time.
3.4. Insofar as the dispatching or Supplier’s delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related such Products to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchasercarrier.
Appears in 1 contract
Sources: Dealer Agreement
Delivery. 3.1(1) Agreed delivery times, delivery schedules or delivery data shall be binding. The compliance with delivery times, delivery schedules or delivery data is essential for the performance of the Contract. Delivery times shall commence with the day of the order. An unconditional acceptance or payment of a de- layed Delivery shall not constitute a waiver of any rights on account of exceeding the period for performance.
(2) As soon as the Supplier recognizes circumstances which may endanger a proper timely Delivery, the Supplier shall inform the Purchaser in writing, giving the reasons for the delay and informing the latter of its prospective duration. This shall apply for all circumstances recognizable by the Supplier, which are not known to the Purchaser, irrespective of whom they were caused by. If the Supplier does not fulfill his obligation to in- form, he shall bear the damage resulting thereof, unless he is not responsible for the breach of obligation.
(3) If the Supplier is in delay with Delivery, the Purchaser shall be entitled to a contractual penalty in the amount of 0.5 % of the net price for the delayed Delivery (accordingly proportionately in case of a partial delayed Delivery) for each commenced calendar week of the delay, however, no more than 5 % of the net price. The contractual penalty may also be demanded, if the Purchaser does not make a reservation regarding the contractual penalty at time of acceptance of the Delivery, however, beyond the final payment of Delivery only, if this right is reserved at the time of the final payment. Claims for damages and other claims and rights with regard to the de- layed Delivery, exceeding the contractual penalty, are re- served by the Purchaser. The paid contractual penalty shall be credited towards further claims for damages.
(4) Unless otherwise agreed, the term of Delivery shall be DDP Purchaser’s site (INCOTERMS) and the Supplier shall also owe the unloading of the goods. For the interpretation of trade terms, the version of INCOTERMS applicable at the time the Contract was concluded shall apply.
(5) The Delivery shall be made to the address specified in the order. Shipping documents shall be available and complete at the time of Delivery. A delivery note shall be enclosed to each Delivery. All documents of the Supplier shall indicate the fac- tory, department, order number and additional other infor- mation requested in the order. The Supplier shall be entitled enclose the specific Inspection Certificate 3.1 according to perform pre- EN 10204 to the Delivery. The Inspection Certificate as well as the delivery documents and partial deliveries without the containers / packaging shall show order number and batch number.
(6) The risk shall pass from the Supplier to the Purchaser at the time the goods are handed over to the Purchaser’s approval, irrespective of the agreed upon price basis and of the person who carries out the shipping or arranges for it to be carried out.
(7) Packaging material may be returned. The Supplier shall be entitled to set an additional deadline, within three days after the expiration stipulations of the delivery deadline to replace the original delivery deadline, which the Supplier packaging ordinance (Verpackungsverordnung) shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilledapply.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging (8) Deliveries of any other nature partial quantities shall only be provided at the special request and at the expense allowed upon Purchaser’s explicit consent.
(9) If a reservation of title in favor of the Purchaser. The Supplier applies, this shall have the effect of a simple reservation of title; the Pur- chaser is not obliged to cover any advance costs in lieu entitled, regardless of the Purchaserretention of title, to use and process the goods without any restrictions.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.
Appears in 1 contract
Sources: Terms and Conditions of Ordering
Delivery. 3.1. The Supplier shall be entitled to perform pre- and partial deliveries without the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration (a) Upon completion of the delivery deadline to replace construction of the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time Platform and the Purchaser fulfils the agreed conditions tests and additional responsibilities. Insofar trials as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if Specifications, and after having obtained all required approvals and certifications from ABS and the product had been received on time.
3.4. Insofar as the dispatching or Regulatory Bodies, Builder shall tender delivery of the products are Platform to Owner. Prior to tendering delivery, Builder shall have remedied at Builder's sole cost and expense any defects discovered by Owner, Builder or ABS in Builder's workmanship or materials including installation of Owner Furnished Equipment or any other non-conformity of the Platform with the requirements of the Specifications and this Agreement and shall have performed any re-tests necessary to ensure that such items have been fully corrected. Owner shall accept such tender of delivery, and Owner shall not have the right to refuse to accept delivery of the Platform provided the same is substantially completed, except for minor items acceptable to Owner to be postponed at the Purchaser’s requestcompleted as mutually agreed between Owner and Builder, a storage fee and capable of 0.5% per week being utilized by Owner. Any remaining items shall be completed by Builder following delivery and prior to departure of the purchase price Platform from Builder's yard, or Owner and Builder may mutually agree on a appropriate reduction of the Contract Price for such remaining items.
(b) To evidence acceptance of the Platform by Owner, Builder and Owner shall be charged for execute and deliver a Protocol of Acceptance and Delivery acknowledging delivery of the PurchaserPlatform. The Supplier, however, can also claim Builder shall further deliver to Owner a Bill of Sale confirming the reimbursement conveyance of any additional proven costs related title ▇▇ the Platform to the Owner, which Bill of Sale shall (i) generally describe the P▇▇▇▇orm as a mobile, self-contained and elevating platform, (ii) contain a general warranty of title and freedom from liens (except as to matters arising by, through, or under Owner) in favor of the Owner, and (iii) be deemed to contain the additional warranties and covenants set forth in Section 11 of this Agreement without the necessity of making any reference to such warranties in the Bill of Sale. Builder shall also deliver to Owner the remaining delivery documents set forth in the Specifications.
(c) Builder shall deliver the Platform along side Builder's dock at Builder's Yard. Following delivery and acceptance, Owner shall have the right to dock the Platform at Builders Yard for a period not to exceed thirty (30) days, after which time the Platform must depart from Builder's Yard. During such post-delivery docking period, Owner shall pay to Builder its standard charges for shore power, potable water, and security guard service. All such charges must be paid by Owner to Builder prior to departure of the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred Platform from the PurchaserBuilder's Yard.
Appears in 1 contract
Sources: Platform Construction Agreement (Chiles Offshore Inc/New/)
Delivery. 3.1Delivery of the goods shall be made to such location and on such date as the Buyer shall direct. Any date agreed between the parties for such delivery shall be of the essence of the Agreement and the Buyer shall be entitled to terminate, without notice, the whole or any part of this Agreement if this clause is not complied with by the Supplier. Where the Buyer terminates the whole or part of the Agreement in accordance with Clause 5.1: All sums payable by the Buyer in relation to the whole or part of the contract cancelled shall cease to become payable; All sums paid by the Buyer in relation to the whole or part of the contract cancelled shall be repaid by the Supplier immediately; the Buyer shall be entitled to recover damages from the Supplier for any loss caused as a result of the Supplier’s failure to deliver the goods and/or as a result of the cancellation of the whole or part of the contract The Supplier will ensure that due care and attention is taken in the delivery of the goods in this order so as to reach their destination in a good and undamaged condition. This should include: Any instructions included in the Purchase Order; Any applicable regulatory requirements around the correct packing and delivery of the ordered goods. Goods must be properly packed and secured to ensure that they reach their destination in good condition. The Supplier shall be entitled deliver the goods on the supply date set out in the Purchase Order (or an earlier date agreed with the Buyer), to perform pre- one of our premises as instructed by the Buyer and partial deliveries without the Purchaser’s approvalduring normal business hours. The goods shall be deemed delivered to the Buyer on unloading in accordance with this paragraph. If the goods require installation or commissioning, the Supplier shall be entitled responsible for these activities unless the Purchase Order states otherwise. Where goods and/or services are to set an additional deadline, within three days after the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the be supplied in agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on timeinstalments, the delivery times shall contract is still to be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2treated as a single contract. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as If the Supplier fails to cancel deliver or perform any instalment the purchase orderBuyer may treat the whole contract as repudiated. The Supplier will notify the Buyer of any hazards in completing the Purchase Order which may impact on the health and safety of any person or property. Such notification should be provided to the Buyer’s representative stated on the Purchase Order. If the goods contain hazardous materials then the Supplier shall ensure that all goods, packing materials, documentation and declarations are clearly marked with the Purchaser still bears the risk relevant international danger symbol, description of the destruction, loss or damage of the product hazard and include relevant emergency information in the case of delayed reception as if recognised language for the product had been received on time.
3.4. Insofar as country where the dispatching or delivery of the products goods are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaserdelivered. If the storage period exceeds 30 days after goods are perishable or have a life expectancy of a fixed duration or if there are any circumstances known which would adversely affect the reported arrival, due to reasons laying with life-span of the Purchasergoods, the Supplier is entitled shall advise the Buyer upon delivery (and in writing) of all necessary and appropriate information relating thereto and such information shall form part of the description of the goods. If the delivery of goods and/or services occurs on the Buyer’s premises this sub-section will apply. The Supplier will ensure that best industry standards are adopted for the health and safety both of its personnel and of any other individuals affected by its actions. The Buyer may refuse or terminate access to unilaterally cancel any individual whom we reasonably consider undesirable to have on its premises. Supplier Personnel must, while on the purchase order Buyer’s premises, comply with all reasonable requirements as to security, health and claim safety routines, times and areas of access, and otherwise. The Supplier will be responsible to the costs and damages incurred from Buyer on a full indemnity basis for all damage and/or injury caused by the PurchaserSupplier’s staff.
Appears in 1 contract
Sources: Standard Terms & Conditions for the Purchase of Goods and/or Services
Delivery. 3.1. The Supplier (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 entitled considered a material breach. Any shipments that deviate from the Contract delivery schedule are subject to perform pre- the Buyer's rejection, and partial deliveries without Seller will be responsible for the Purchaser’s approvalcost incurred by Buyer to store and/or to ship the Goods. The Supplier shall be entitled to set an additional deadline, within three days after the expiration Once ▇▇▇▇▇ gives notice of the delivery deadline rejection of the Goods, the risk of loss and damage to replace the original delivery deadline, which the Supplier shall previously confirm Goods is with the PurchaserSeller. The condition Any acceptance of adhering deliveries late to the Contract delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are schedule will not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilledwaive Buyer's rights.
3.2. The Supplier shall pack the product (b) If Seller fails to make delivery in accordance with professional procedures suitable 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 unit price per day, as liquidated damages and not as a penalty. Any such liquidated damages shall start no sooner than the fifth (5th) day after the Purchase Order Promise Date, and continue until and including the date on which the Product(s) is delivered to Buyer, not to exceed 20% of the unit price. Any liquidated damages assessed to Seller will be debited from Seller’s account and may be set off against any other amount owed to Seller by Buyer. For the avoidance of doubt, liquidated damages or termination are the agreed-upon remedies for domestic transfer. Packaging delay, but are without limitation as to other remedies available to Buyer under the contract at law or equity for other breaches of contract.
(c) In the event of any other nature shall only be provided at anticipated or actual delay in meeting the special request and at the expense Contract delivery schedule, Seller shall:
(i) Promptly notify Buyer in writing of the Purchaserreasons for the delay and the actions being taken to overcome or minimize the delay;
(ii) Provide Buyer with a written recovery schedule; and
(iii) If requested by ▇▇▇▇▇, ship via air or expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in ¶ 16, EXCUSABLE DELAYS. The Supplier Seller will be solely responsible for paying the difference between the method of shipping specified and the actual air or expedited rate incurred.
(d) Any information provided by Seller regarding any anticipated or actual delay in meeting the Contract delivery schedule is informational only and shall not obliged be construed as a waiver by Buyer of any of Buyer’s rights or remedies provided by law or the Contract.
(e) Goods fabricated in excess or in advance of Buyer's Blanket release are at Seller's risk unless otherwise authorized in writing by Buyer. Buyer reserves the right, without loss of discount privileges, to cover any pay invoices covering Goods shipped in advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk schedule of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days normal maturity after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaserdate specified for delivery.
Appears in 1 contract
Sources: Purchase Order Agreement
Delivery. 3.15.1 Unless agreed otherwise as a special condition of this agreement in Schedule 4, the Seller shall, following receipt of the Final Payment (C) deliver the cabin at the Sellers risk to the entrance of the land or premises and in accordance with the delivery instructions as described at Schedule 3 on a date to be mutually agreed by the parties. The Supplier shall be entitled to perform pre- and partial deliveries without Seller does not allow pick-up of the Purchaser’s approvalcabin by the Buyer, unless otherwise agreed in writing.
(a) An inspection will usually take place for the suitability of placement of the cabin before the delivery date. The Supplier shall Buyer will be entitled to set advised if there is anything at the site which will make the site inaccessible or unfit for placement of a unit. Additional inspections may be required if the initial inspection does not provide for an additional deadline, within three days after appropriate delivery site. Nothing in the expiration initial (or following) assessment will void the final decision of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaserdriver on suitability of unit placement. The condition Seller takes no liability for loss or damages caused by agreement of adhering suitability of delivery site at initial (or following) inspection, if the delivery driver then decides that the delivery address is unsuitable/not fit for unit placement (see 5.2).
5.2 Unless specifically stated in this agreement, the Seller will have a delivery team deliver the cabin and in some circumstances the Seller will engage the services of a sub-contractor to undertake the delivery. The Huia Living driver, or leader of the team or sub-contractor that Huia Living specifies, is deemed to be in charge of the site while delivery is in progress and has the authority to make the final decisions in respect to the delivery deadline is siting of the cabin, the feasibility to site the cabin, any Health and Safety issues and any other decisions on behalf of the Seller.
5.3 The Buyer shall ensure that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required intended site for the safeCabin is accessible by a vehicle suitable for delivery of the Cabin (as stated in ‘Site Specifications’ in Schedule 3) and clear of any obstacles that may hinder placement of the Cabin. In addition to the standard Delivery Charge (payable to the Seller), punctual and professional delivery are submitted the Buyer will pay (direct to the driver if required) any extra charges incurred as a result of delays or difficulties in getting the Cabin from kerb site to the position on site (including, but not limited to, additional costs if the Cabin needs to be lifted over a fence or other obstacle, excessive time and to get the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on timecabin into position, the delivery times shall be prolongedvehicle getting stuck, that is time for building of ramps for example).
5.4 The Buyer authorises Huia Living to deliver the delivery deadline will start Cabin from the day when said conditions are fulfilled.
3.2factory at ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Mangere onto and as close as physically possible, as adjudged by the driver, to the intended site of the Cabin. The Supplier shall pack the product in accordance with professional procedures suitable Buyer accepts responsibility for domestic transfer. Packaging of any other nature shall only be provided damage that may occur at the special request and at the expense of the Purchaser. The Supplier is site including, but not obliged limited to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage to, land access, culverts, buildings, fences, driveways, or any other property that may occur in the vicinity of the product in intended site during the case course of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or transportation and delivery of the products are Cabin.
5.5 The Buyer accepts responsibility for any damage which may occur to any of Huia Living vehicles (or those of its subcontractors) while on the Buyer’s property, or another property the cabin is being delivered to. The Buyer also agrees to be postponed responsible for the cost of any transport and/or towage costs in the event of any delivery vehicle becoming stuck on the property the Cabin is to be delivered to.
5.6 If the intended site proves to be inaccessible or unsuitable (in the drivers sole opinion) after the initial site inspection is undertaken, and prior to payment of payment of the Pre-construction deposit (B) then;
(a) the Buyer shall provide the Seller an alternative location at the Purchaser’s requestsite for delivery, a storage fee of 0.5% per week or,
(b) the Buyer shall provide an the Seller and alternative delivery address (this alternative site may require an inspection before delivery), or,
(c) the Buyer may cancel this agreement in which case the Buyer shall deem to forfeit their Initial Deposit (A).
5.7 If the intended site proves to be inaccessible or unsuitable (in the drivers sole opinion) after the cabin is constructed and during the actual delivery of the purchase price cabin then;
(a) the Buyer shall allow the delivery driver to leave the cabin at the Sellers site in alternative location at the site or an alternative address that can be charged accessed, or,
(b) the Buyer shall inform the Seller to deliver the cabin back to the Sellers factory at ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Mangere for a maximum period of 2 months until a remedial delivery solution is obtained. It is agreed that the PurchaserSeller is able to charge the Buyer “Default Penalty” charges and “Excessive Delivery Charges” under Clause 1 of this agreement or,
(c) the Buyer shall cancel this agreement, in which case the cabin will be delivered back to the site at ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Mangere. In cancellation of this agreement by the Buyer, it is agreed that the Seller is able to charge the Buyer “Default Penalty” charges and “Excessive Delivery Charges” under Clause 1 of this agreement. The Supplier, however, can also claim Seller shall then promptly arrange to on-sell the reimbursement of any additional proven costs related cabin to the delivery from the Purchasera third party. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier The Seller is entitled to unilaterally recover any reasonable losses or damages which may be incurred to on-sell and hold the unit on the Sellers premises, including, but not limited to; sales commissions, advertising, excessive delivery charges and default penalty charges (as specified in Clause 1 of this agreement), or,
(d) the Buyer shall cancel this agreement, and the Seller shall make an offer to purchase order the cabin back off the Seller. In completing the purchase, neither the Buyer nor the Seller shall be deemed to have any claim against either party. The purchase price is deemed to be full and claim final and no outstanding monies are deemed to exist. The payment of the cabin shall be made within 30 days by Huia Living Limited to the Buyers specified bank account.
5.8 The Buyer agrees to pay any additional costs incurred in delivery that have not been charged in the delivery fee. Such additional costs may include additional time and damages incurred from materials and include, but are not limited to, additional costs due to the Purchasersite conditions, inadequate or inaccurate information about the site and/or its state or inadequate site access or preparation. Refer to Condition 1, “Excessive Delivery Time”.
Appears in 1 contract
Sources: Sale and Purchase Agreement
Delivery. 3.1The specific quantity ordered must be delivered in full and may not be changed or delivered in installments without Company’s prior written consent. The Supplier Any unauthorized quantity is subject to rejection and return at Seller’s expense. Delivery of Goods shall be entitled made pursuant to perform pre- and partial deliveries without the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after most current INCOTERMS (as defined by International Chamber of Commerce) specified on the expiration face of the delivery deadline to replace applicable Purchase Order. Time is of the original delivery deadline, which the Supplier shall previously confirm essence with the Purchaser. The condition of adhering respect to the delivery deadline is of all Deliverables. Seller shall immediately notify Company if it appears that Seller may not meet any agreed-upon delivery date. Such notification shall include the purchase order is technically finalised and approved reasons for delay, the steps being taken by Seller to remedy the Purchaser and all documents and permits required for the safedelay, punctual and professional delivery are submitted on time and the Purchaser fulfils anticipated delivery date. Company shall have the agreed conditions right to reject and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product return (shipping charges collect) any Goods received in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense advance of the Purchaserspecified delivery date or Goods that do not conform with the Purchase Order. The Supplier If no delivery date is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product specified in the case Purchase Order, Seller shall fulfill it as expeditiously as possible. If no method of delayed reception as if shipment or carrier is specified in the product had been received on time.
3.4Purchase Order, Seller shall use the least expensive nationally reputable common carrier. Insofar as If the dispatching or delivery of the products Deliverables are to be postponed at the Purchasershipped, Seller shall pack or otherwise prepare them to meet carrier requirements and safeguard them from damage. Seller shall package all Goods in suitable containers to permit safe transportation and handling. Each delivered container must be labeled and marked to identify contents without opening and all boxes and packages must contain packing slips listing contents. Company’s requestPurchase Order number must appear on all shipping containers, a storage fee packing slips, delivery tickets and bills of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaserlading.
Appears in 1 contract
Sources: Master Purchase Order Agreement
Delivery. 3.112.1. The Supplier Cargo shall be deemed to be delivered when it has been delivered to or placed at the disposal of the Merchant or its agent in accordance with this Non-Negotiable Bill of Lading, or when the Cargo has been delivered to any authority or other party to which, pursuant to the law or regulation applicable at the place of delivery, the Cargo must be delivered, or such other place at which the Carrier is entitled to call upon the Merchant to take delivery.
12.2. The Carrier shall also be entitled to store the Cargo at the sole risk of the Merchant, and the Carrier's liability shall cease upon the Carrier’s tender/delivery of the Cargo to the appointed warehouse or storage facility. The cost of such storage shall be paid, upon demand, by the Merchant to the Carrier.
12.3. If at any time the Carriage under this Non-Negotiable Bill of Lading is or is likely to be affected by any hindrance or risk of any kind (including the condition of the Cargo) not arising from any fault or neglect of the Carrier or a Subcontractor that cannot be avoided by the exercise of reasonable diligence, the Carrier may: abandon the Carriage of the Cargo under this Non-Negotiable Bill of Lading and, where reasonably practicable, place the Cargo or any part of it at the Merchant's disposal at any place that the Carrier may deem safe and convenient, whereupon delivery shall be deemed to have been made, and the responsibility of the Carrier in respect of such Cargo shall cease. In any event, the Carrier shall be entitled to perform pre- full freight under this Non-Negotiable Bill of Lading and partial deliveries without the Purchaser’s approval. The Supplier Merchant shall be entitled to set an pay any additional deadline, within three days after the expiration costs arising out of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilledaforementioned circumstances.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.
Appears in 1 contract
Sources: Ocean Bill of Lading
Delivery. 3.1(A) Unless otherwise agreed to in writing, Titeflex shall deliver the Product, Exworks Springfield, Massachusetts (Incoterms 2010); freight prepaid by Titeflex and added to invoice, the place of shipment named herein within a reasonable time after receipt by Titeflex of Customer’s written acceptance. The Supplier Typically, our customer will be contacted 24 hours prior to delivery. Typically transit time will be 7-10 business days from date of pickup from the Titeflex warehouse. Deliveries shall be entitled made during normal business hours Monday through Friday. Once attempt to perform pre- and partial deliveries without deliver will be made. Should delivery need to be rescheduled, any additional costs incurred for redelivery and/or storage fees will be charged to the Purchaser’s approvalCustomer. The Supplier Titeflex shall use reasonable efforts to make timely delivery but shall be entitled excused from any delays arising out of causes beyond its reasonable control. Any specific delivery dates that may be stated are approximate. Titeflex shall, under no circumstances, be liable for damages, incidental or consequential (hereinafter contemplated as including, but not limited to, damages for lost profits, lost sales and injury to set an additional deadlineperson or property), within three days after the expiration for delays, or failure to give notice of delay, whether or not caused by or resulting from Titeflex’s negligence. Customer agrees not to make such claim on Titeflex.
(B) If proper tender of the Product is made and completion of delivery deadline is prevented through no fault of Titeflex, Titeflex may specify a reasonable alternative place of delivery. Customer agrees that all costs of storage and transport incurred following an initial attempt at delivery are hereby allocated to replace the original delivery deadlineand imposed upon Customer, which the Supplier and shall previously confirm with the Purchaser. The condition of adhering be added by Titeflex to the delivery deadline is that sale price. Delivery may at any time be withheld by Titeflex pending payment of any sum due from the Customer to Titeflex under this Order or any other agreement. Titeflex will return Product via the incoming method unless an alternative method has been indicated on the purchase order is technically finalised and approved or a change authorized by the Purchaser Customer representative. Please note that the above delivery statement does not apply for deliveries made outside the 48 contiguous States. See quotation for delivery terms and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilledconditions.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.
Appears in 1 contract
Sources: Sales Contracts
Delivery. 3.1. The Supplier (a) Delivery shall be entitled take place when the Goods are unloaded at or delivered to perform pre- the Buyer's premises or other delivery location agreed between the Company and partial deliveries without the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after Buyer accepts that if the expiration Buyer collects or arranges collection of the Goods from the Company's premises, or nominates a carrier for the Goods delivery deadline to replace shall take place when the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering Goods are loaded on to the delivery deadline is that the purchase order is technically finalised and approved collection or carrier's vehicle.
(b) Any time specified by the Purchaser and all documents and permits required Company as a time for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are Goods shall not be of the essence. The Company will use its best endeavours to complete delivery on or before any delivery dates requested by the Buyer or estimated by the Company but will not be postponed liable for any delay in delivery.
(c) The quantity of the Goods delivered under the Contract shall be recorded by the Company upon despatch from the Company's factory or warehouse and the Company's record shall be accepted by the Buyer as conclusive evidence of the quantity delivered.
(d) It is the Buyer's responsibility to notify the Company if the Goods have not been received by the Buyer within seven (7) days of the date of receipt of the Company's invoice therefore. If no notification is made the Buyer shall be deemed to have received the Goods.
(e) Where this Agreement provides for delivery of the Goods by installments each installment shall constitute a separate contract and any failure or defect in any one or more installments delivered shall not entitle the Buyer to repudiate the Agreement nor to cancel any subsequent installments.
(f) The Buyer shall accept immediate delivery or arrange to collect the Goods or arrange suitable storage, failing which the Company may either : -
(i) effect delivery by whatever means it thinks more appropriate: or
(ii) arrange storage at the Purchaser’s request, a storage fee of 0.5% per week Buyer's risk and expense pending delivery; or
(iii) re-sell or otherwise dispose of the purchase price shall be charged Goods without prejudice to any other rights the Company may have against the Buyer for the Purchaser. The Supplier, however, can also claim the reimbursement breach of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchasercontract or otherwise.
Appears in 1 contract
Sources: Conditions of Sale
Delivery. 3.1. The Supplier A. Reseller shall be entitled responsible for all costs of shipping, transportation, insurance, warehousing, and other charges and costs associated with shipment of the Products to perform pre- Reseller or to the shipping location designated by Reseller. Shipping dates are approximate and partial deliveries without are based upon prompt receipt of all necessary information from Reseller. In no event shall NovaCharge be liable for delay in delivery of the Purchaser’s approval. The Supplier Products.
B. Delivery of the Products to Reseller shall be entitled to set an additional deadline, within three days after the expiration completed upon delivery of the delivery deadline Products to replace the original delivery deadline, which the Supplier shall previously confirm with the PurchaserReseller's freight forwarder and such forwarder's receipt thereof. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times All shipments shall be prolongedFOB CTI's warehouse or other location determined by NovaCharge. In all cases, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request title and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or to any Product shall pass to Reseller upon delivery of the products are Products to be postponed at the Purchaser’s request, a storage fee of 0.5% per week Reseller's freight forwarder and such forwarder's receipt thereof. NovaCharge shall use commercially reasonable efforts to cause delivery of the purchase price Products ordered by Reseller on the date agreed in writing between NovaCharge and Reseller during the order and order acceptance process.
C. In no event shall NovaCharge be liable for any reprocurement costs for delay in delivery or non-delivery due to causes beyond NovaCharge's control. In the event of any such delay, the date of delivery shall automatically be extended for a period equal to the time lost by reason of the delay. In any event, NovaCharge shall not be in default for failure to deliver unless NovaCharge does not respond to the Reseller with a revised delivery commitment within ten (10) days after receipt of written notice of failure to deliver from Reseller. Reseller's sole remedy for such default shall be charged for cancellation of the Purchaserorder. The SupplierNovaCharge further reserves the right to allocate production deliveries among its other resellers and customers in a fair, howeverreasonable, can also claim and non-discriminatory manner. Channel Code
D. NovaCharge and CTI shall have the reimbursement right to make substitutions and modifications to Products and in the specifications of any additional proven costs related Products sold by NovaCharge upon prior written notice to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the PurchaserReseller.
Appears in 1 contract
Delivery. 3.18.1. The Supplier All invoices shall be paid in full before Delivery of the Order takes place.
8.2. A Delivery Note (copy or original) signed by any employee of the Reseller shall be prima facie proof that Delivery was made to the Reseller of any of the Goods.
8.3. MOTHERKIND shall be entitled to perform pre- deliver the Order in instalments, in the quantities as determined by MOTHERKIND and partial deliveries without in the Purchaser’s approval. The Supplier event that MOTHERKIND makes Delivery to the Reseller in instalments, each instalment shall be entitled deemed to set an additional deadline, within three days after be the expiration subject of a separate contract and non-delivery or delay in Delivery of any instalment shall not affect the balance of the delivery deadline to replace contract or entitle the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails Reseller to cancel the purchase ordercontract or this Agreement. When Goods are delivered in instalments, statements and invoices relating to separate deliveries shall be payable prior to Delivery of each separate instalment and no payment shall be postponed until such time as all the Goods in the Order have been Delivered.
8.4. Delivery of the Goods to the Reseller should take place within 5 (five) Business Days after payment is received by MOTHERKIND or as soon as possible after any delivery dates which may be agreed between the Parties in writing.
8.5. Any delivery dates given are estimates only quoted in good faith and if no dates are specified, delivery shall be within a reasonable time. Whilst every effort will be made to dispatch Orders within the given time frame, MOTHERKIND does not guarantee dispatch on any specific date and shall not be liable for any loss and/or damage for failure to effect delivery/ dispatch timeously for any reason beyond MOTHERKIND’s reasonable control.
8.6. MOTHERKIND is entitled to engage the services of a third party to deliver the Order to the Reseller’s stipulated address. Should the Reseller wish to engage the services of its own third party to deliver the Order, the Purchaser still bears request shall be made in writing to MOTHERKIND and all costs shall be for the risk of the destruction, Reseller’s account. The Reseller hereby indemnifies MOTHERKIND against any loss or damage whatsoever arising from or in connection with this delivery.
8.7. In the event that MOTHERKIND transports the Goods to the Reseller, Delivery of the product in Goods shall be deemed to have taken place when the case Goods are off-loaded at the Delivery Place, or on-loaded to the Reseller or its agent’s vehicle, where the Goods are collected by the Reseller or its agent from MOTHERKIND’s Premises. The signature of delayed reception as if any employee of the product had been received Reseller on timea Company Delivery Note or Statement shall on the face of it be proof of the proper Delivery of the Goods.
3.48.8. Insofar as In all cases where Delivery to the dispatching or delivery Reseller occurs by carrier, the carrier shall be the Reseller’s agent, and Delivery to such carrier by MOTHERKIND shall be deemed to be Delivery to the Reseller. The signature of any employee of the products are carrier shall on the face of it be proof of proper Delivery to be postponed the Reseller. Should MOTHERKIND, at the PurchaserReseller’s request, agree to engage a storage fee of 0.5% per week carrier to transport Goods to the Reseller, such carrier shall be the Reseller’s agent and MOTHERKIND shall engage the carrier on such terms and conditions as it deems fit and the Reseller indemnifies MOTHERKIND against all demands and claims which may be made against it by the carrier so engaged and all liability which MOTHERKIND may incur to the carrier arising out of the purchase price shall be charged for transportation of the PurchaserGoods. The Supplier, however, can also claim the reimbursement Reseller will be liable for payment of any additional proven all costs related due to the said carrier in respect of the transport of the Goods to the Reseller.
8.9. Delivery of Goods to the Delivery Place by MOTHERKIND shall constitute proper Delivery of the Goods, despite the fact that such address may not have been the address or premises of the Reseller.
8.10. MOTHERKIND shall not be liable for any non-delivery from of Goods or incorrect or damaged Goods unless the PurchaserReseller has reported the non-delivery or damage within a period of 7 (seven) days of Delivery of the Goods.
8.11. If the storage period exceeds 30 days after Reseller fails to take Delivery of the reported arrivalGoods ordered, due or in any way delays the Delivery of Goods ordered, then the risk in the Goods shall immediately pass to reasons laying with the PurchaserReseller and the Reseller shall be liable to pay MOTHERKIND the reasonable costs of storing, insuring, and handling the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the PurchaserGoods, until Delivery takes place.
Appears in 1 contract
Sources: Terms and Conditions of Sale
Delivery. 3.1. The Supplier (a) Delivery must be in strict compliance with the schedule contained in the Contract and shall be entitled made by Seller at such times and places and of such items and quantities as may, from time to perform pre- time, be specified by Buyer. If Seller fails to meet its scheduled delivery dates and partial deliveries without Buyer elects to call for expedited deliveries, Seller will pay the Purchaser’s approvaldifference between the method of production and/or shipping specified and the actual expedited costs incurred. The Supplier Seller shall be entitled responsible for any additional charges resulting from deviation from ▇▇▇▇▇’s instructions. If Seller fails to set an additional deadlinemake delivery promptly and regularly, within three days after as required under the expiration Contract, Buyer may, in addition to other remedies available at law, terminate the Contract by giving notice to Seller. Title and risk of the delivery deadline to replace the original delivery deadline, which the Supplier loss shall previously confirm remain with the Purchaser. The condition of adhering Seller until goods are delivered to the delivery deadline is that F.O.B. point specified in the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safeContract. Notwithstanding such delivery, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times Seller shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the bear risk of the destruction, loss or damage to goods purchased hereunder from the time that ▇▇▇▇▇ gives notice of rejection of goods, pursuant to the product inspection provisions on this Contract. If Seller encounters or anticipates difficulty in meeting the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s requestschedule, a storage fee of 0.5% per week of the purchase price Seller shall be charged for the Purchaser. The Supplierimmediately notify Buyer in writing, giving pertinent details; provided, however, can also claim the reimbursement that such data shall be informational only in character and shall not be construed as a waiver by Buyer of any additional proven costs related delivery schedule or date or of any rights or remedies of Buyer provided by law or the Contract. Parts fabricated in excess or in advance of Buyer’s release are at Seller’s risk. Buyer reserves the right, without loss of discount privileges, to pay invoices covering items shipped in advance of the delivery from schedule on the Purchaser. If the storage period exceeds 30 days normal maturity after the reported arrivaldate specified for delivery.
(b) Packaging and packing of items shall be in a manner that ensures maximum protection from vibrations, due to reasons laying abrasions, damages, forklift handling or any other condition reasonably encountered during transit. Seller shall insure safe arrival of items under contract by secured, dependable lowest transportation cost, conforming with requirements of common carriers and, in any event, comply with Buyer’s minimum specifications set forth in the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.P.O.
Appears in 1 contract
Sources: Purchase Order Agreement
Delivery. 3.1. The Supplier shall be entitled to perform pre- and partial deliveries without the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering (a) Unless expressly agreed upon in writing to the delivery deadline is that contrary, the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional terms of delivery are submitted on EXW Neuweiler. Delivery dates are approximate only. Seller will use commercially reasonable efforts to make the Products available for pick-up and delivery by Purchaser within a reasonable time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start after acceptance of an order from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the (b) Purchaser still bears the risk of the destruction, loss or damage destruction of the product Products upon and after the first to occur of (i) pick-up or acceptance of the Products by Purchaser or its common carrier at Seller’s place of business, or (ii) the tenth (10th) day after written notification from Seller that the Products are ready for pick-up at Seller’s place of business. In case Purchaser requests a delay in delivery, Purchaser assumes all risk of loss, damage and/or destruction of the case of delayed reception as if Products from the product had been received on timedate the Products are ready to be delivered.
3.4(c) Purchaser agrees that it will pick up or cause a common carrier to pick up the Products at Seller’s place of business within ten (10) days after written notification from Seller that such Products are ready for pick-up. Insofar as If Purchaser or its common carrier does not pick up or accept the dispatching Products within ten (10) days after written notification from Seller that the Products are ready for pick-up or if Seller is required to store the Products due to any delay caused by Purchaser, Purchaser shall reimburse Seller for reasonable storage charges.
(d) Seller reserves the right to make the Products available for pick-up and delivery in installments provided that such installment shall not be less than one product unit, unless otherwise expressly stipulated to the contrary in a written document signed by Seller. Delay in delivery of any installment shall not relieve Purchaser of its obligation to accept remaining deliveries.
(e) If Purchaser should request any modification of the products are order after Seller’s acceptance, Seller shall have the right to be postponed at extend the delivery time period as reasonably needed to complete Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaserchange order.
Appears in 1 contract
Sources: Purchase Agreement
Delivery. 3.1The Supplier shall without prejudice to Clause 3.1.3 perform its obligations under this Contract in a timely manner and provide the Services in accordance with the Implementation Plan and any agreed Milestones Dates. The Notwithstanding any other provision of this Contract and unless otherwise agreed by the Parties, time of Delivery in relation to commencement and/or supply of the Services shall be of the essence and if the Supplier fails to Deliver or supply any of the Services within the time specified in accordance with the Implementation Plan, the Contracting Body may release itself from any obligation to accept and pay for the Services and/or shall be entitled to terminate this Contract with immediate effect regardless of any other provision of this Contract and in either case without prejudice to any other rights and remedies of the Contracting Body under this Contract. If the provision of the Services is delayed by reason of any act or omission of the Contracting Body or the Contracting Body’s employees or authorised agents, the Supplier shall be entitled to perform pre- a reasonable extension of time and partial deliveries without to any reasonable additional costs which it can show were directly incurred as result of the Purchaser’s approvaldelay, provided always that it notifies the Contracting Body in writing immediately it discovers that the provision of the Services will be so delayed and provided further that such extension of time shall not go beyond the Initial Term or any Extension Period thereafter as agreed between the Parties. The Supplier Except where otherwise provided in this Contract, the Services shall be provided by the Staff or the Sub-Contractors at such a location or locations as set out in the Order Form. Except where otherwise provided in this Contract, Delivery shall include the unloading, stacking or installation of the Services by the Staff or the Supplier's suppliers or carriers at such place as the Contracting Body or Contracting Body Representative shall reasonably direct. In the event that not all of the Services are Delivered by the relevant Milestone Dates specified in the Implementation Plan (Undelivered Services) then the Contracting Body shall be entitled to set an additional deadline, within three days after the expiration withhold payment of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is Contract Charges for any Services that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are were not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product Delivered in accordance with professional procedures suitable the corresponding Milestone Date until such time as the Undelivered Services are Delivered. The Contracting Body shall be under no obligation to accept or pay for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense Services Delivered in excess of the Purchaserquantity specified in the Order Form (over-Delivered Services). If the Contracting Body elects not to accept such over-Delivered Services it shall give notice in writing to the Supplier to remove them within five (5) Working Days and to refund to the Contracting Body any expenses incurred by the Contracting Body as a result of such over-Delivered Services (including but not limited to the costs of moving and storing the over-Delivered Services), failing which the Contracting Body may dispose of such over-Delivered Services and charge the Supplier for the costs of such disposal. The Supplier is risk in any over-Delivered Services shall remain with the Supplier. Unless expressly agreed to the contrary, the Contracting Body shall not be obliged to cover any advance costs in lieu of the Purchaser.
3.3accept Delivery by instalments. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The SupplierIf, however, can also claim the reimbursement Contracting Body does specify or agree to Delivery by instalments, Delivery of any additional proven costs related instalment later than the date specified or agreed for its Delivery shall, without prejudice to any other rights or remedies of the Contracting Body, entitle the Contracting Body to terminate the whole or any unfulfilled part of the Contract without cost or liability to the delivery from Contracting Body. Any Milestone Date mentioned in the Purchaser. If Implementation Plan and this Contract may be extended by written agreement between the storage period exceeds 30 days after Parties but otherwise, as regards Milestone Date, time shall be of the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaseressence.
Appears in 1 contract
Sources: Order Form and Call Off Terms
Delivery. 3.1. The Supplier a) From time to time during the Term, Seller shall deliver the Plasma from which Sanquin shall manufacture the Products to Sanquin at such locations as shall be entitled determined by VPS and Sanquin. On behalf of Sanquin the Products are produced at the facility of CAF/DCF.
b) From time to perform pre- time during the Term, Seller shall generate and partial deliveries without deliver to Purchaser an invoice for the volume of Products sold. Each such invoice shall specify the quantity of Products sold, the aggregate price for such Products and the date on which the Products shall be transferred to Purchaser. Seller agrees to consult with Purchaser regarding the quantity, frequency and timing of Products tendered for delivery; however Purchaser agrees and acknowledges that the exact quantity, frequency and delivery time for Product delivery is subject to the production output of Sanquin.
c) The transfer of title, use and risk of loss for the Products shall occur at the designated shipment or transfer location of Seller. Transfer of title, use and risk of loss shall occur periodically during the Term at each time that Seller confirms to Purchaser that Sanquin is authorized to release a batch of *** and/or *** (as such terms are defined in Appendix 1) from its quality assurance procedures for shipment. Accordingly, any damages sustained beyond that point, will be the responsibility of Purchaser. In the event Purchaser is notified by Sanquin that a batch of Product (whether it is *** or *** ) has been released from quality assurance, it shall, prior to taking delivery of such batch of Product, notify Seller of such occurrence. In no event may Purchaser accept delivery of and title to any Products until the release of such Product batch is confirmed by Seller. Purchaser agrees to bear all costs of shipments, freight, insurance and all governmental taxes and duties incurred during shipping of the Products sold hereunder from the Seller shipping point to Purchaser’s approval. The Supplier designated receiving terminal.
d) Products shall be entitled packed by or on behalf of Seller in such a manner as to set an additional deadline, within three days after the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering mitigate damage to the delivery deadline is that the purchase order is technically finalised Products or containers during shipping and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilledtendered to Purchaser at Seller’s designated shipping point.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.
Appears in 1 contract
Delivery. 3.1Accuray agrees to ship CyberHeart Products and CyberKnife Components to CyberHeart or other designated destination on the agreed upon shipment dates committed to in the applicable Purchase Order. The Supplier Accuray shall notify CyberHeart, in writing, of any potential delay in shipment date at the earliest possible time, including any delay due to failure of a customer end-user site to meet the requirements of the Site Readiness Guide as described in Section C.4(a) above. Within seventy-two (72) hours of notification, Accuray shall (i) provide a plan for minimizing such delay, or (ii) where such delay is caused by failure to meet the Site Readiness Guide, a written description of such failure. Deliveries scheduled within one-hundred twenty (120) days cannot be rescheduled by CyberHeart. All CyberHeart Products and CyberKnife Components shipped to CyberHeart or its designated location shall be entitled to perform pre- and partial deliveries without the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product delivered in accordance with professional procedures suitable the applicable Specifications and Purchase Order, and as amended through ECO Confidential treatment has been requested for domestic transfer. Packaging portions of any other nature shall only be provided at the special request and at the expense of the Purchaserthis exhibit. The Supplier is copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. procedures. Accuray will procure and add on charges for all shipping materials necessary to conform to the applicable Specifications and will not obliged be responsible for any damage or loss due to cover any advance costs in lieu adherence to the applicable Specifications. Delivery terms are FCA Destination (Incoterms 2000), freight prepaid and added to invoice. Title to the CyberHeart Products and CyberKnife Components and risk of loss pass to CyberHeart on the Purchaser.
3.3date of receipt. Products designated for self-arranged transport All freight, insurance, and other shipping expenses from the point of shipment shall be received within 3 working days subsequent to their reported arrivalborne by CyberHeart. The Supplier carrier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase orderselected by CyberHeart, the Purchaser still bears the risk of the destruction, loss or damage of the product provided that in the case of delayed reception as if event no carrier is specified in the product had been received on timeapplicable Purchase Order or otherwise prior to shipment, Accuray shall select the carrier.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.
Appears in 1 contract
Delivery. 3.1a. Time will not be of the essence under thisContract.
b. Unless stated otherwise in NEPEAN’s quotation, all Goods are supplied ex-works at the place of manufacture and delivery to a carrier's vehicle, including loading, shall constitute delivery by NEPEAN to the Purchaser. The Supplier No allowance has been made in the Price for transport, insurance or unloading costs. Where the Purchaser requests delivery other than ex- works NEPEAN, at its sole discretion, may agree to act as agent for the Purchaser to effect such delivery and all costs of carriage and insurance in relation thereto will be to the Purchaser's account. In any event the Purchaser shall ensure provision of reasonable access to the point of delivery and for off-loading and/or handling without delay.
c. NEPEAN reserves the right, in its sole discretion to make partial deliveries of any Goods and to invoice such partial deliveries separately to the Purchaser in accordance with clause 6 of these Terms and Conditions.
d. Unless otherwise expressly agreed in writing by NEPEAN, all delivery dates provided by NEPEAN are approximate only and although every reasonable effort will be made by NEPEAN to deliver Goods by the estimated delivery date, any failure by NEPEAN to deliver the Goods by any particular date will not entitle the Purchaser to cancel the Contract or void any of these terms of this Contract or entitle the Purchaser to claim any compensation whatsoever (including liquidated or unliquidated damages) from NEPEAN for late delivery.
e. Where ▇▇▇▇▇▇ agrees in writing to guarantee a delivery date, NEPEAN will not be liable for failure to fulfil or for delays in delivering the Goods where delivery is prevented, delayed or hindered by a force majeure event, any act or omission or direction of the Purchaser, the Purchaser’s employees, agents or contractors or where NEPEAN is delayed by any other cause beyond NEPEAN’s reasonable control.
f. All delivery dates are dependent upon the timely receipt of the Purchaser’s written order, all necessary particulars or details required for production and payment of any progress claims strictly in accordance with this Contract.
g. If after a period of 14 days from the date NEPEAN notifies the Purchaser that Goods are ready for delivery and deliveryof such Goods is delayed for any reason beyond NEPEAN’s reasonable control NEPEAN shall be entitled, at its sole discretion, to arrange for suitable storage of such Goods at its premises or elsewhere and NEPEAN shall take reasonable measures to protect the Purchaser's interest in such Goods. To then extent permitted by law, the Purchaser shall pay all reasonable costs of such storage together with all reasonable costs of insurance, demurrage, handling and other contingent charges as a result of the storage and delivery of the Goods.
h. In addition to sub clause (g) above, if Goods are in whole or in part ready for delivery and if delivery of such Goods is delayed by reason of instructions given, or lack of instructions by the Purchaser, or any other delay outside of NEPEAN’s reasonable control, then NEPEAN shall be entitled to perform pre- invoice and partial deliveries without the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required payment for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product those Goods in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaserclause 6(d).
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.
Appears in 1 contract
Sources: Contract
Delivery. 3.1. The Supplier (a) Delivery of and risk in the Supplies shall be entitled to perform pre- and partial deliveries without the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable DDP Incoterms® 1910 to TRACKWISE’s Operating Address unless otherwise instructed on the face of the Order. Delivery of the Supplies, unless otherwise stated on the Order, shall be effected during the following times: Monday to Friday: 8.30 a.m. to 13.00 p.m.; or 13.45 p.m. to 17.00; Saturday morning by prior arrangement.
(b) If, for domestic transfer. Packaging of whatever reason, delivery is not effected in accordance with the Order, then TRACKWISE may, without prejudice to any other nature right or remedy, wholly or partly terminate the Order without incurring liability to the Supplier and may resource the Supplies from a third party of TRACKWISE's choosing and charge to Supplier any associated excess costs. Furthermore, TRACKWISE does not limit its right to claim liquidated damages in respect of late delivery or any other reason. In no way shall only this Sub-Clause be provided at restricted by the special request operation of Clauses 20 and at 21 except insofar as TRACKWISE exercises its right to recover wasted administrative effort under said Clauses.
(c) Legal and beneficial title in the expense Supplies shall pass to TRACKWISE on the earlier of delivery or payment for the Supplies.
(d) In the event that TRACKWISE is unable to accept deliveries, for whatever reason, TRACKWISE shall have the right to suspend, wholly or in part, deliveries under the Order.
(e) In respect of delivery, time shall be of the Purchaseressence in every event.
(f) Supplies shall be supplied under and displaying TRACKWISE’s Order number and, where applicable, item number. The Supplier is not obliged Attempts to cover any advance costs deliver Supplies without such Order number shall entitle TRACKWISE to reject such Supplies and, at TRACKWISE’s sole option, cancel the Order in lieu whole or in part.
(g) Neither delivery, including the signing of a delivery note which purports acceptance, nor the passing of title shall constitute acceptance of the Purchaser.
3.3. Products designated for selfSupplies by TRACKWISE nor is it intended to alter the risks and responsibilities of TRACKWISE or the Supplier as determined by the Incoterms® 1910 rule used as envisaged by Sub-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received Clause 8(a) above or elsewhere within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on timeAgreement.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.
Appears in 1 contract
Sources: Standard Conditions of Purchase
Delivery. 3.1Goods delivered pursuant to the terms of this Agreement shall be suitably packed for shipment in suitable containers to permit safe transportation and marked for shipment by Seller to the shipping destination specified in the applicable purchase order. All packages must be accompanied by a packing list detailing the contents including description and quantity of the goods, part number or size, if applicable, and appropriate evidence of inspection. NW UAV Propulsion Systems’ P.O. number and line item number must appear on all packing lists and/or bills of lading. Seller shall ship and deliver all Goods to NW UAV Propulsion Systems if international, DDP (Delivered Duty Paid) or if domestic FOB: Destination, McMinnville, Oregon, USA unless otherwise stated in the purchase order. In the event of any anticipated or actual delay, including but not limited to labor disputes, Seller shall: (i) promptly notify NW UAV Propulsion Systems in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) provide NW UAV Propulsion Systems with a written recovery schedule; and (iii) if requested by NW UAV Propulsion Systems, ship via air or other expedited routing to avoid or minimize delay to the maximum extent possible, unless Seller is excused from prompt performance as provided in the “Force Majeure” clause of this contract. The Supplier shall added premium transportation costs are to be entitled to perform pre- and partial deliveries without the Purchaser’s approvalborne by Seller. The Supplier shall be entitled to set an additional deadline, If any Goods are not shipped within three thirty (30) days after the expiration of shipping date specified in the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the applicable purchase order, then NW UAV Propulsion Systems may cancel the Purchaser still bears the risk applicable purchase order with respect to any such Goods by giving Seller written notice of the destructionsuch cancellation, loss and any such cancellation shall be without any cost, penalty or damage of the product in the case of delayed reception as if the product had been received on time.
3.4liability to NW UAV Propulsion Systems. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the Seller shall promptly refund any purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related and other amounts paid by NW UAV Propulsion Systems with respect to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchasercancelled Goods.
Appears in 1 contract
Sources: Purchase Agreement
Delivery. 3.1a. Time will not be of the essence under this Contract.
b. Unless stated otherwise in PROK’s quotation, all Goods are supplied ex-works at the place of manufacture and delivery to a carrier's vehicle, including loading, shall constitute delivery by PROK to the Purchaser. The Supplier No allowance has been made in the Price for transport, insurance or unloading costs. Where the Purchaser requests delivery other than ex- works PROK, at its sole discretion, may agree to act as agent for the Purchaser to effect such deliveryand all costs of carriage and insurance in relation thereto will be to the Purchaser's account. In any event the Purchaser shall ensure provision of reasonable access to the point of delivery and for off-loading and/or handling without delay.
▇. ▇▇▇▇ reserves the right, in its sole discretion to make partial deliveries of any Goods and to invoice such partial deliveries separately to the Purchaser in accordance with clause 6 of these Terms and Conditions.
d. Unless otherwise expressly agreed in writing by PROK, all delivery dates provided by PROK are approximate only and although every reasonable effort will be made by PROK to deliver Goods by the estimated delivery date, any failure by PROK to deliver the Goods by any particular date will not entitle the Purchaser to cancel the Contract or void any of these terms of this Contract or entitle the Purchaser to claim any compensation whatsoever (including liquidated or unliquidated damages) from PROK for late delivery.
e. Where PROK agrees in writing to guarantee a delivery date, PROK will not be liable for failure to fulfil or for delays in delivering the Goods where delivery is prevented, delayed or hindered by a force majeure event, any act or omission or direction of the Purchaser, the Purchaser’s employees, agents or contractors or where PROK is delayed by any other cause beyond PROK’s reasonable control.
f. All delivery dates are dependent upon the timely receipt of the Purchaser’s written order, all necessary particulars or details required for production and payment of any progress claims strictly in accordance with this Contract.
g. If after a period of 14 days from the date PROK notifies the Purchaser that Goods are ready for delivery and delivery of such Goods is delayed for any reason beyond PROK’s reasonable control PROK shall be entitled, at its sole discretion, to arrange for suitable storage of such Goods at its premises or elsewhere and PROK shall take reasonable measures to protect the Purchaser's interest in such Goods. To then extent permitted by law, the Purchaser shall pay all reasonable costs of such storage together with all reasonable costs of insurance, demurrage, handling and other contingent charges as a result of the storage and delivery of the Goods.
h. In addition to sub clause (g) above, if Goods are in whole or in part ready for delivery and if delivery of such Goods is delayed by reason of instructions given, or lack of instructions by the Purchaser, or any other delay outside of PROK’s reasonable control, then PROK shall be entitled to perform pre- invoice and partial deliveries without the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required payment for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product those Goods in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaserclause 6(d).
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.
Appears in 1 contract
Sources: Contract
Delivery. 3.18.1 Any dates quoted for delivery are approximate only and the time of delivery and installation shall not be of the essence. The Supplier Company shall not in any event be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or the Customer’s failure to provide the Company with adequate delivery instructions or other instructions that are relevant to the supply of the Products.
8.2 The Products shall be collected by the Customer from the Company’s premises at 24 – 8TH AVENUE, EDENVALE, GAUTENG PROVINCE, SOUTH AFRICA, or such other location as may be advised by the Company prior to delivery (Delivery Location) any time after the Company has notified the Customer that the Products are ready for collection or as otherwise agreed in the Company’s quotation. The delivery or collection date must be in writing on the tax invoice prior to the Customer effecting same.
8.3 Where it is agreed that the Products shall be delivered by instalments each delivery shall be treated as a separate contract and if the Customer neglects or refuses to take delivery of or pay for more instalments the Company shall be entitled to perform pre- and partial deliveries without treat such breach of contract as a repudiation of the Purchaser’s approvalwhole Contract. The Supplier Company may deliver the Products by instalments, which shall be entitled invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to set an additional deadlinecancel any other instalment or give rise to any other remedy.
8.4 The Company hereby reserves the right to charge a reasonable handling fee for the return of any Product due to any reason other than the fact that the Product failed, within three days after is defective, hazardous or unsafe as defined in the expiration of the delivery deadline CPA.
8.5 The Company will not deliver to replace the original delivery deadlineor collect from any location which it in its discretion considers to be unsuitable, which the Supplier shall previously confirm with the Purchaserincluding inaccessible roads or off-road locations. The condition of adhering If a vehicle belonging to the Company is used for performing the Contract at a place situated off the public highway, the Customer shall be solely responsible for any damage or loss occasioned by reason of such delivery deadline is that or collection whether to the purchase order is technically finalised Products or the Company’s property and approved by shall indemnify the Purchaser Company in respect thereof.
8.6 In the event of any Products or related materials delivered on the public highway or elsewhere, the Customer shall be solely responsible for compliance with any and all documents regulations and permits required for all steps which need to be taken for the safeprotection of persons or property in relation to such Products and shall indemnify the Company in respect of all or any costs, punctual and professional claims, losses or expenses which it may incur as a result of any complaint arising out of any delivery are submitted on time and as aforesaid.
8.7 If the Purchaser fulfils Company fails to deliver the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on timeProducts, the delivery times its liability shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged limited to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages expenses incurred from by the PurchaserCustomer in obtaining replacement Products of similar description and quality in the cheapest market available, less the price of the Products. The Company shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
Appears in 1 contract
Sources: Terms and Conditions of Sale
Delivery. 3.1All shipments are made FOB, Destination (Delivery), freight and insurance billed separately. INVOICING & PAYMENT Information is not including, with this filing. The Supplier shall omitted material, together with an application for Confidential Treatment thereof, has been filed separately with the Securities and Exchange Commission. WARRANTY & REPAIR: DSC warrants that the Workstation will be entitled to perform pre- free from defects in labor and partial deliveries without materials for the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration TERM of the delivery deadline Agreement (Warranty). At no additional cost to Customer, DSC shall repair or replace the original delivery deadlineWorkstation, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolongedor any component thereof, that is defective under Warranty, shipping one way. Customer shall purchase accessories and replacement parts fro Allegiance. DSC will perform any non-warranty service or repairs and invoice Customer directly. Non-Warranty repairs include, but are not limited to, damage caused to the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of Workstation, or any other nature shall only be provided at the special request and at the expense component thereof, by improper use, neglect, poor maintenance or willful misconduct, including, but not limited to, improper care of the PurchaserWorkstation's Optical Slide Assembly. All warranties of Merchantability and/or fitness are expressly excluded. WORKSTATION OWNERSHIP & RISK OF LOSS: The Supplier is not obliged Workstation shall remain the property of DSC and Customer shall execute and deliver a financing statement as provided under the Uniform Commercial Code (UCC), if requested, to cover any advance costs permit DSC to record as ownership interest in lieu of the Purchaser.
3.3Workstation. Products designated for self-arranged transport Customer shall be received within 3 working days subsequent responsible for risk of loss and damage to their reported arrivalthe Workstation while it is in the Customer's possession (reasonable wear and tear excepted) and shall maintain adequate damage insurance coverage with respect to the Workstation. The Supplier DSC shall have no obligation with respect to operation or use of Workstation other than that specified in the Instruction & Technical Specifications Manual provided with the Workstation at installation. ENTIRE AGREEMENT: This agreement is subject to the Purchaser Agreement between HPG and DSC, which together constitutes the entire agreement between DSC and Customer. There are no other understandings or agreements between the Customer and DSC on this matter. This agreement shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or effective upon delivery of the products are a fully signed copy to be postponed at the Purchaser’s requestCustomer. Customer ACCEPTED: Signature _________________________________________ Date:________________________________ Print Name: _____________________________________ P.O./Ref #:__________________________ Vendor: DiaSys Corporation, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, however▇▇▇▇▇▇▇▇▇, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ DSC ACCEPTANCE: Signature: ___________________________________________ Date: _________________________ Print Name: ____________________
Appears in 1 contract
Sources: Purchasing Agreement (Diasys Corp)
Delivery. 3.1. The Supplier Deliveries shall be entitled made during normal working hours (being Monday to perform pre- Friday from 7am to 4pm) and partial deliveries without the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s requestcost. Delivery fees:
(i) are published in BGC’s price list which is available on BGC’s website, a storage fee or as notified to the Purchaser from time to time; and
(ii) may vary depending on the size, weight and length of 0.5% per week individual Orders. It is the Purchaser’s responsibility to check the delivery docket and confirm that it is in accordance with the Purchaser’s requirements before any Goods:
(i) leave BGC’s premises (where the Goods are collected); or
(ii) are unloaded (where the Goods are delivered). If collection or delivery of Goods made in accordance with the description on the face of the purchase price docket is accepted, the Purchaser shall be charged liable to pay for it and shall have no claim against BGC for the Goods not being as ordered. In the event the Purchase or the Purchaser’s agent is not on site to accept delivery, then the driver’s signature denoting the time, date and place of delivery shall be deemed to be acceptance of the said delivery by the Purchaser in the absence of manifest error. The SupplierDelivery will be made to the kerb alignment or edge of the road unless previously agreed. If the Purchaser requires the delivery vehicle to leave a public road to gain access to the Site, howeverthe Purchaser shall:
(i) ensure that the vehicle has a safe, can also claim suitable and unrestricted route between the reimbursement of kerbside nearest to the Site and the discharge or unloading location;
(ii) comply with all occupational health and safety legislation; and
(iii) release and indemnify BGC against any additional proven costs related loss, damage, cost or liability arising from events occurring while gaining or caused by such access (including damage caused to the delivery vehicle) unless solely caused by BGC’s negligent act or omission If BGC (acting reasonably) considers the Site unsafe or inaccessible then BGC reserves the right not to make the delivery of the Goods until such time as the Site is safe or an alternative address supplied. If delivery is not completed within 1 hour after arrival on Site:
(i) waiting time in excess thereof will be charged at the rates notified to the Purchaser from time to time, save and except delay caused by BGC; or
(ii) the Goods may be taken back and stored at BGC’s premises (at the Purchaser’s cost) until such time as they are re-delivered or disposed of in accordance with clause 5b(iv). If the storage period exceeds 30 days after the reported arrival, due to reasons laying with a date for delivery is nominated by the Purchaser, BGC will not be bound to deliver the Supplier Goods by that date unless it expressly agrees to do so in writing, signed by BGC, in which case it will be deemed to agree to use reasonable endeavours to deliver by the relevant date. BGC shall not be liable for any failure to deliver which is entitled caused or contributed to unilaterally cancel by causes beyond its reasonable control, and the purchase order and claim time specified for completion of delivery shall be extended commensurately. Delay in delivery or completion shall not constitute a breach of these Terms. The Purchaser acknowledges that:
(i) once Goods are delivered to a third party (such as a courier), they are outside BGC’s control. BGC will not be liable for any loss, damage, delay or non-delivery of goods caused or contributed to by a third party, to the costs and damages incurred from extent permitted by law; and
(ii) the PurchaserPurchaser shall not be relieved of any obligation to accept or pay for the Goods by reason of any delay in delivery.
Appears in 1 contract
Sources: Terms and Conditions
Delivery. 3.1Unless and only to the extent otherwise agreed by Seller in writing, Seller shall deliver Products to Buyer or Carrier free on board (FOB) at the Delivery Location. The Supplier Buyer hereby authorizes any Carrier to whom delivery of Products is made hereunder to act as ▇▇▇▇▇’s agent for the purposes of acceptance of possession of such Products, allocation of risk of loss, and transfer of title. Buyer shall be entitled comply, and shall cause Carriers to perform pre- comply, with all applicable Laws (as hereinafter defined) and partial deliveries without operating and safety rules, policies, and procedures of Seller and the Purchaser’s approvalTerminal Operator. The Supplier shall be entitled to set an additional deadline, within three days after the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm If Buyer or any Carrier does not comply with the Purchaserforegoing requirements, Seller or Terminal Operator may refuse to connect or load Buyer or the Carrier in question. The condition of adhering to the delivery deadline is that the purchase order is technically finalised Buyer and/or Carriers shall provide adequate and approved by the Purchaser and all documents and permits required safe equipment for the safe, punctual and professional taking of delivery are submitted on time and of Products purchased by Buyer hereunder. Seller or Terminal Operator reserves the Purchaser fulfils the agreed conditions and additional responsibilitiesright to refuse delivery into any equipment that Seller or Terminal Operator deems unsafe or unsatisfactory to receive such deliveries. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature Buyer shall only be provided at take such delivery during the special request and at the expense Delivery Location’s usual business hours. Seller will issue loading numbers to Buyer for use by Buyer and/or Carriers to take delivery of the PurchaserProducts from Delivery Locations. The Supplier Any use of loading numbers by Buyer or its Carriers in taking delivery of Products shall constitute an authorized delivery (each an “Authorized Delivery”). Alternatively, any failure to use correct loading numbers, or to use loading numbers, by Buyer or its Carriers in taking delivery of Products shall constitute an unauthorized delivery (e.g., taking delivery from an account on which Buyer is not obliged authorized) (each an “Unauthorized Delivery”). In the event that Buyer or its Carrier takes an Unauthorized Delivery, then Seller is under no obligation to cover make any advance costs in lieu of the Purchaserinvoice corrections.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.
Appears in 1 contract
Sources: Terms of Sale
Delivery. 3.13.1 Unless otherwise expressly stated in the applicable Order, all deliveries of Products shall be made FCA (INCOTERMS 2010) to the place of delivery specified in the Order.
3.2 The date for delivery of the Products shall be specified in the relevant delivery schedule, or if no such date is specified, delivery shall take place within fourteen (14) days of the Order.
3.3 If there is a delay or failure by Supplier in meeting any agreed milestones or in delivering the ordered quantities of Products as specified in the relevant Project Agreement (PA) or Product & Pricing Agreement (PPA) at the agreed time and place, then (without prejudice to any other rights and remedies WABCO may have) WABCO shall be entitled, in its sole discretion, to claim from Supplier either (1) direct and indirect damages, loss, costs and expenses incurred as a result of Supplier’s delay, or (2) by way of liquidated damages 2 percent of the total price due under the relevant Order for every day during which the default continues. Any liquidated damages due under this section shall be paid within thirty (30) days of notice from WABCO. Notwithstanding the aforementioned, if the Supplier at any time has reason to believe that the agreed delivery date will be delayed, it shall promptly notify WABCO and indicate the estimated period of delay. The Supplier parties shall in good faith discuss and agree on the measures to be taken in order to minimize the effects of any delay without changing Supplier’s obligation to deliver the Products on the delivery date. In such event, WABCO shall not be responsible for any cancellation charge vis-à-vis Supplier.
3.4 If the Products are delivered in excess of the quantities ordered, WABCO shall not be bound to pay for the excess and any excess will be and will remain at the Supplier’s risk and WABCO shall be entitled either to perform pre- return the same to the Supplier’s at the Supplier’s risk and partial deliveries without the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration of the delivery deadline to replace the original delivery deadline, which expense or require the Supplier shall previously confirm with to collect the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start same from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided WABCO at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the PurchaserSupplier’s expense.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.
Appears in 1 contract
Sources: Master Supply Agreement
Delivery. 3.1. The Supplier shall be entitled to perform pre- and partial deliveries without the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved 6.1 Unless otherwise agreed by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on timeParties, the delivery times of the Products under a Purchase Order shall take place as per the specific Incoterms of the International Chamber of Commerce included in the Purchase Order by Company. The loading, transport, preparation for unloading and unloading of the Products purchased shall be prolonged, that is carried out under the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request responsibility and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu Supplier, unless otherwise expressly regulated by the specific Incoterms of the PurchaserInternational Chamber of Commerce included in the Purchase Order by the Company.
3.3. 6.2 If the Products designated are delivered to Company in excess of the quantities included in the Purchase Order, Company shall choose to pay for self-arranged transport the excess or to return to the Supplier the excess at Supplier’s expense.
6.3 Any carrier engaged by the Supplier, if applicable, shall comply with all requirements under applicable laws relating to the transportation of the Products in and to each jurisdiction in which the Products are transported and delivered and with such other requirements as may be received within 3 working days subsequent to their reported arrivalspecified in the Purchase Order. The Supplier shall adopt appropriate agreements with its carrier prior to the effective delivery for loading. All transport vehicles shall be entitled professionally operated and shall comply with all such laws and other requirements. Hazardous Products shall be unloaded by the recipient of the Products. These operations shall be carried out in strict compliance with current applicable regulations according to charge storage the hazardous or non-hazardous nature of the Products. For hazardous Products in particular, a security adviser shall be appointed for loading and handling fees another for transport with valid authorisation. The Supplier must be able to show proof, upon Company request, of these appointments and cancel authorisations, when applicable.
6.4 The timing of delivery is of the purchase order essence. Delivery dates included by the Company in case a product is not received within the purchase deadline. Insofar as Purchase Order and delivery times given by the Company to the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or for delivery of the products are to Products shall be postponed at the Purchaser’s request, a storage fee of 0.5% per week firm and binding and constitute an essential part of the purchase price shall be charged for the PurchaserAgreement. The Supplier, however, can also claim the reimbursement of any additional proven costs related to Supplier shall not deliver before the delivery from date without authorization of the Purchaser. If the storage period exceeds 30 days after the reported arrivalCompany by written notice and, due to reasons laying with the Purchaserin such case, the Supplier is entitled shall compensate the Company because of the expenses caused due to unilaterally cancel the purchase order and claim authorized early delivery. The authorized early delivery does not change the costs and mechanism nor the payment periods foreseen for the delivery on date.
6.5 Without prejudice to any other rights or remedies available to Company at law or in equity, if the Products are not delivered on the due date, the Supplier shall pay to Company liquidated damages incurred from in the Purchaser.amount equal to: a) one per cent (1%) of the price of the Products delayed for every week or fraction of delayed week during the four
Appears in 1 contract
Sources: Product Purchase Agreement
Delivery. 3.1(a) Unless designated otherwise: (i) for domestic orders: all deliveries are F.O.B. Destination to the location designated on this Purchase Order and (ii) for international orders: all deliveries are Delivered Duty Paid as defined by Incoterms from time to time. The Supplier For both domestic orders and international orders, title to all Products will vest in PERSONALIS upon delivery and all risk of loss shall remain with SELLER until the Products have actually been received and accepted by PERSONALIS at the applicable destination according to the terms and conditions of this Purchase Order.
(b) Time is of the essence, and deliveries shall be entitled to perform pre- made both in quantities and at times specified in the Purchase Order. No partial deliveries without the Purchaser’s approval. The Supplier delivery or delivery of added quantities shall be entitled made unless otherwise expressly agreed to set in writing by an additional deadline, within three days after authorized PERSONALIS representative. PERSONALIS shall not be required to make payment for Products delivered that are in excess of quantities specified in the expiration Purchase Order. PERSONALIS assumes no responsibility for Products delivered in excess of the such stated quantities and may elect to return over-shipments to SELLER at SELLER’s own risk and expense. For orders of Products where quantities and/or delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions schedules are not fulfilled on timespecified, the delivery SELLER shall deliver Products in such quantities and times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilledas PERSONALIS may direct in subsequent written releases.
3.2. The Supplier shall pack the product (c) SELLER will ▇▇▇▇ and package each shipment in suitable containers in accordance with professional procedures suitable PERSONALIS’ written instructions or, if none, in compliance with sound commercial practices for domestic transferthe Products, and SELLER shall comply with all relevant laws and regulations relating to the packaging, labeling and carriage of the Products in the countries of manufacture, shipment, transit or destination. Packaging An itemized packing list and ▇▇▇▇ of lading (or other shipping receipt) must be included with each shipment delivered to PERSONALIS under this Purchase Order. The marks on each package and identification of the Products on packing lists, bills of lading (or other shipping receipts) and invoices must be sufficient to enable PERSONALIS to easily identify the Products purchased, with the Purchase Order number clearly displayed on the face of the packing list. SELLER will pay all costs of packaging, transportation and insurance in delivering the Products to PERSONALIS’ premises. SELLER will provide Product marking, labeling, and documentary evidence for country-of-origin certified by the appropriate authorities according to PERSONALIS’ instructions.
(d) As soon as SELLER realizes or has grounds to suspect that the delivery or performance will be delayed it shall notify PERSONALIS in writing, giving the reason for the delay and setting out the steps being taken by SELLER to avoid or reduce the delay. SELLER shall use all reasonable means to minimize any potential delay in delivery or performance. If the Products or any part of them are not delivered or performed within the time specified in and in accordance with the Purchase Order, PERSONALIS shall without prejudice to any other nature shall only be provided at remedies contemplated by law have the special request and at right to terminate the expense contract without further notice, either (i) wholly or (ii) to the extent of the Purchaser. The Supplier is not obliged SELLER’S default, and/or to cover acquire equivalent items from a third party and claim any advance costs difference in lieu of price or other related cost or expense from the PurchaserSELLER.
3.3. (e) If SELLER’S acts or omissions result in SELLER’S failure to meet PERSONALIS’ delivery requirements and PERSONALIS requires a more expeditious method of transportation for the Products designated for self-arranged transport than that originally specified by PERSONALIS, SELLER shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage ship the Products as expeditiously as possible at SELLER’S sole risk and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on timeexpense.
3.4(f) SELLER will provide PERSONALIS with U.S. Customs entry data and information and receipts for duties paid, as PERSONALIS determines necessary for PERSONALIS to qualify for duty drawback. Insofar as At the dispatching or time of delivery of the products are to be postponed at the Purchaser’s requestProducts, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 but in no event later than fifteen (15) days after the reported arrivaleach calendar quarter, due SELLER will provide said documents accompanied by a completed Certificate of Delivery of Imported Merchandise or Certificate of Manufacture and Delivery of Imported Merchandise as promulgated pursuant to reasons laying with the Purchaser19 CFR 191, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaseror successor regulations.
Appears in 1 contract
Sources: Purchase Agreement
Delivery. 3.1. The Supplier shall be entitled to perform pre- and partial deliveries without the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration Time of delivery is of the delivery deadline essence. SELLER shall deliver the goods to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to PPI on the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request date and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product destination stated in the case Purchase Order. Shipments must equal the exact amounts identified in the Purchase Order and no partial shipments, changes or substitutions in specifications may be made without PPI’s prior written consent. Seller will immediately notify PPI in writing of delayed reception as if any event that may affect the product had been received on time.
3.4. Insofar as the dispatching quality or delivery of the products are goods and the writing shall state the reason for the delay and provide a new delivery schedule, which shall be subject to be postponed written acceptance by PPI. In case of delay in delivery, PPI may at the Purchaser’s request, a storage fee its convenience terminate or suspend all or any portion of 0.5% per week this Purchase Order that has not been shipped as of the date of such termination or suspension. If PPI terminates this Purchase Order because of SELLER’s delay in delivery, PPI may, without prejudice to PPI’s other rights or limiting PPI’s other remedies, purchase goods in substitution for those goods not properly delivered by SELLER and recover from the SELLER the difference between the contracted price under this Purchase Order and the price actually paid by PPI for the substitute goods, together with any incidental or consequential damages suffered by PPI as a result of SELLER’s delay. CANCELLATIONS: PPI may at its option cancel any unshipped goods. If this Purchase Order covers any standard stock merchandise, PPI’s obligation shall be charged only to pay for goods shipped prior to cancellation. If this Purchase Order covers goods made to PPI’s specifications or prepared by the SELLER only for PPI, upon receipt of notice of cancellation, SELLER shall cease manufacture, supply or work in accordance with and to the extent specified in the notice and shall immediately do everything possible to mitigate any cost incurred by SELLER as a result of PPI’s cancellation. In such cases, provided that SELLER is not in default, PPI shall pay the reasonable costs incurred by SELLER in fulfilling this Purchase Order prior to date of QUALITY: SELLER shall maintain a quality management system which is acceptable and appropriate for the Purchasergoods supplied hereunder and shall comply with general industry standards. The SupplierGoods supplied shall meet the requirement in the applicable technical specifications and documentations (drawings, howeverspecifications, can also claim standards, etc.) It shall be the reimbursement sole responsibility of SELLER to monitor that the technical specifications regarding materials, methods, form, fitness, and function are observed, whether or not the items have been manufactured by SELLER or by any additional proven costs related of SELLER’s subcontractors. If no specific requirements are stated, good industry and craftsman-like practice shall be observed. SELLER shall notify the organization of changes in product and/or process, changes of suppliers, changes of manufacturing facility location and, where required obtain organization approval, and flow down to the delivery from supply chain the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaserapplicable requirements including customer requirements.
Appears in 1 contract
Sources: Purchase Order
Delivery. 3.1(a) TIME IS OF THE ESSENCE UNDER THIS CONTRACT. The If Supplier for any reason anticipates that deliveries will not be made as required, it shall immediately give Buyer written notice setting forth the cause(s) of the anticipated delay. If delay or inability to perform arises from interruption of supply or scarcity of raw materials or parts used by Supplier, Buyer’s orders shall be given priority in production scheduling. Buyer reserves the right, without liability, to take any or all of the following actions if for any reason Supplier does not substantially comply with its delivery obligations: (i) assess a late delivery fee of no more than 1.0% per day of the invoice amount of late deliveries of Products, (ii) submit a revised PO and/or MAS or Release, (iii) terminate the PO, MAS or Release, or this Contract and purchase the Products elsewhere, and Supplier shall be entitled liable for any resultant loss, (iv) direct Supplier to perform pre- ship by a method other than that indicated in this Contract, work such overtime or do whatever is necessary to avoid the delay, and partial deliveries without the Purchaserpay any and all transportation charges, concessions to Buyer’s approval. The customers, liquidated damages, and any other costs and expenses incurred by Buyer, or (v) seek specific performance of Supplier’s obligation to deliver.
(b) Supplier shall be entitled use only Buyer-approved carriers and forwarders for transportation of Products and/or Deliverables. Supplier shall reimburse Buyer for all costs and expenses incurred by reason of shipment by an unapproved method or carrier.
(c) Unless otherwise stipulated in writing, title to set an additional deadline, within three days after the expiration and risk of loss of the delivery deadline Products and/or Deliverables shall pass to replace the original delivery deadlineBuyer either (i) at Buyer’s dock (ship-to address), which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if Products and/or Deliverables that do not require export from their country of origin, or (ii) at the product had been received on time.
3.4. Insofar as port of export, in the dispatching or delivery case of Products and/or Deliverables that do require export from their country of origin, in each case upon completion of unloading and tender of the products Products and/or Deliverables (to Buyer or the export carrier, as applicable), and Supplier shall bear the risk of loss until such delivery. If the Products and/or Deliverables are to be postponed at delivered in installments, title to each installment shall pass in the Purchaser’s request, a storage fee of 0.5% per week of the purchase price same way as provided in this Contract.
(d) The Products and/or Deliverables shall be charged suitably packed and/or protected for shipment and transportation, the Purchasercost for which shall be borne by Supplier or Supplier’s representative. The Supplier, however, can also claim Each package shall bear Buyer’s order number and be accompanied by a readily accessible packing note detailing the reimbursement contents and conforming with any applicable importation regulations. Failure of any additional proven costs related Supplier to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying comply with the Purchaser, the shipping and transportation instructions or to provide sufficient packing shall render Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages liable for any resulting damage and/or expense incurred from the Purchaserby Buyer.
Appears in 1 contract
Sources: Conditions of Purchase
Delivery. 3.17.1 It is recorded that while BHBW will use its reasonable endeavours to deliver the equipment referred to in the Proposal to the customer on the delivery date stated in the Proposal, such date is only an estimate and time shall not be of the essence in the delivery of the equipment. In light of the above, in the event that BHBW fails to deliver the equipment to the customer on the stated delivery date, such failure shall not be deemed to be a breach by BHBW of this Agreement.
7.2 BHBW does not, as far as is permissible in law, accept liability or responsibility for unforeseeable delays due to factors beyond BHBW’s control. Such factors would typically include, inter alia, uncontrollable delays on the part of suppliers, shippers, customs, railway and road transporters and the like. Accordingly, BHBW does not, as far as permissible in law, accept liability or penalties or direct or consequential damages or losses incurred by the customer which are as a result of a failure to deliver the equipment on the stated delivery date.
7.3 Unless otherwise agreed, the customer is liable for any transport costs of the equipment from the premises of BHBW to any delivery address of the customer.
7.4 As far as permissible in law, in the event that BHBW or BHBW’s carrier transports the equipment to the customer, delivery and passing of the risk in the equipment shall be deemed to have taken place when the equipment is delivered at the customer’s premises. The Supplier signature of any employee or representative of the customer on BHBW’s delivery note or invoice shall be entitled prima facie proof of proper delivery.
7.5 Should BHBW, at the customer’s request, agree to perform pre- engage a third party carrier to transport the equipment to the customer, such carrier shall be the customer’s agent and partial deliveries without BHBW shall engage the Purchaser’s approvalcarrier on such terms and conditions as it deems fit and the customer indemnifies BHBW against all demands and claims which may be made against it by the carrier so engaged and all liability which BHBW may incur. Delivery to such carrier by BHBW shall be deemed to be delivery to the customer. The Supplier signature of any employee or representative of the carrier shall be entitled prima facie proof of proper delivery to set an additional deadlinethe customer.
7.6 As far as permissible in law, within three days after the expiration delivery of the equipment to any delivery deadline address given by the customer shall constitute proper delivery of the equipment, despite the fact that such address may not have been the address or premises of the customer.
7.7 If the customer fails to replace take delivery of the original equipment when delivery deadlineof the same is offered by BHBW, which or should the Supplier customer in any way delay the delivery of the equipment, then as far as permissible in law, the risk in the equipment shall previously confirm with the Purchaser. The condition of adhering immediately pass to the customer and the customer shall be liable to pay BHBW the reasonable costs of storing, insuring, and handling the equipment, from the date that BHBW offered delivery deadline or the customer failed to take delivery, until the date of actual delivery.
7.8 As far as permissible in law, the customer shall be barred from lodging any claim in respect of discrepancies in the equipment unless the customer has specified on the delivery note the nature of the discrepancy when taking delivery.
7.9 The customer agrees to adhere to and follow the delivery and handover processes which BHBW requires and agrees to have all intended operators (where applicable) of the equipment present at the delivery and handover.
7.10 Where the customer is that the purchase order is technically finalised and approved providing trade in equipment to BHBW, such trade in equipment must be delivered by the Purchaser customer to BHBW, at its nominated address, by no later than [INSERT]. Notwithstanding any other provision of this Agreement, BHBW shall not be obliged to deliver the equipment referred to in the Proposal to the customer unless and all documents and permits required for until such time as the safe, punctual and professional delivery are submitted on time and customer has delivered the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product trade in equipment to BHBW in accordance with professional procedures suitable for domestic transferthis clause. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or Upon delivery of the products are trade in equipment to be postponed at BHBW , all risk, benefit and ownership thereof shall automatically transfer to BHBW. To the Purchaser’s request, a storage fee of 0.5% per week of extent that the purchase price shall be charged customer is required to sign any document or do any other thing in order for the Purchaser. The Supplier, however, can also claim aforementioned risk and ownership in the reimbursement of any additional proven costs related trade in equipment to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchasertransfer, the Supplier is entitled customer hereby irrevocably and unconditionally agrees to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaserdo or sign same upon receipt of a request therefor by BHBW.
Appears in 1 contract
Sources: Standard Terms and Conditions
Delivery. 3.16.1 Delivery takes place on agreed ICC INCOTERMS in its most recent version at the moment of the Agreement. The Supplier If no INCOTERMS apply, delivery shall be entitled understood to perform pre- occur at the moment unloading has finished taking place at the location designated by Buyer.
6.2 Time of delivery of the Goods and partial deliveries without of performance of the Purchaser’s approval. The Supplier Services is of the essence and shall start to run from the date of acceptance by the Seller of the Purchase Order or the date on which the Seller is placed in possession of such information and drawings as may be necessary to enable him to start work on the Goods or the Services, whichever may be the later.
6.3 Delivery of Goods in instalments shall be entitled to set an additional deadline, within three days after permitted only with the expiration 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.
6.4 If the Buyer is not able to accept delivery deadline of the Goods or installation of the Goods when due, the Seller shall be responsible for arranging suitable storage at suitable premises of the Goods, advising the Buyer beforehand of the particulars of such proposed storage and the Seller shall also ensure that the Goods and the premises in which they are stored are properly insured against all the usual risks and notify the Buyer of such insurance cover.
6.5 If delivery is made before the delivery date specified in the Purchase Order, the Buyer may return the Goods to replace the Seller at the Seller's risk and expense.
6.6 Each delivery must be accompanied by details of the exact quantity and description of the Goods and/or the Services performed. Shipping documents stating the relevant Purchase Order number for each shipment must be sent by regular mail or email to the plant or office which issued the Purchase Order on the day on which the shipment is made, marked for the attention of the logistic/receiving Office. Invoices stating the relevant Purchase Order number should be sent on .pdf form to ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇. When Goods are invoiced by the Seller but shipped by a third party, the invoice shall bear the name of the shipper and the point from which the delivery originated. If shipment is not delivered to the allnex premises, the original delivery deadline, which the Supplier shall previously confirm bill of lading must be furnished with the Purchaser. The condition of adhering to the delivery deadline invoice(s).
6.7 Delivery is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils completed only if the agreed conditions and additional responsibilities. Insofar as said conditions Goods or Services are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product delivered in their entirety in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided the Agreement at the special request and at 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 expense Agreement on an annual basis or sooner in the event such document has been modified.
6.9 If the Seller is in the position of being able to supply some but not all of its customers, the Buyer shall be given priority over all other of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the PurchaserSeller's customers.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.
Appears in 1 contract
Sources: Purchase Agreement
Delivery. 3.1The lessor shall deliver the equipment in good working order, which shall be checked by the lessee when taking receipt of the equipment and/or on the date of the inspection upon (re-)commissioning. Every 3 months the lessee shall have the leased equipment inspected by an EDTC at their own expense. A copy of the inspection report shall immediately be sent to the lessor. The Supplier lessee shall be entitled give the EDTC enough time to perform pre- and partial deliveries without carry out the Purchaser’s approvalinspection during normal working hours. The Supplier shall be entitled lessee has the obligation to set an additional deadline, within three days after take all measures necessary to enable a problem-free delivery. For the expiration calculation of the delivery deadline price we assume that the construction site is suitable and easily accessible to replace our equipment and that the original delivery deadlinemobile crane can be installed at the foot of the tower crane, which unless stated otherwise, and furthermore that the Supplier shall previously confirm with assembly will not need to be postponed or interrupted due to other works on the Purchaserconstruction site. The condition of adhering If a site inspection report is delivered to the delivery deadline site manager or the project manager before the assembly and/or disassembly, this report will be binding for the organisation of the (dis)assembly if it is that not returned or returned without remarks. Any costs resulting from the purchase order is technically finalised and approved by negligent preparation of the Purchaser and all documents and permits construction site will be charged to the lessee at the lessor’s regular hourly rate. If police permissions, signage, street closures, removal of public utilities or other measures are required for the safeassembly, punctual disassembly or extension and professional delivery are submitted on time retraction of the tower crane and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on timemobile crane, the delivery times permits for such actions shall be prolongedrequested by the lessee. The associated costs are exclusively borne by the lessee. During the assembly the lessee’s staff shall be present with a view to the logistic support of the installation of the cranes. Any problems arising during the assembly shall be reported immediately, that is either on the delivery deadline will start from the day when said conditions are fulfilled.
3.2not or by email. The Supplier lessee is responsible for the earthing of the crane. The lessee shall pack also ensure that the product in accordance surface on which the tower crane and the mobile crane will be installed is sufficiently stable. The lessor shall disassemble and remove the crane upon termination of the agreement. The price for the assembly, the disassembly and the extension and retraction of the crane is determined on the basis of normal conditions with professional procedures suitable for domestic transfereasy accessibility of the construction site. Packaging The price is calculated on the basis of any other nature shall only be provided normal working days and working hours. If the assembly, the disassembly and the extension and retraction of the crane is rendered more difficult by the lessee or due to the conditions at the special request and at site, the expense lessor can modify the price quoted. If the lessee postpones or cancels the scheduled assembly or disassembly less than 24 hours in advance, the costs of the Purchasermobile crane and the transport will be charged in full to the lessee. The Supplier written notification is not obliged to cover any advance costs in lieu indicative of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrivaltime of the postponement or the cancellation. The Supplier lessor shall have the prerogative of deciding whether or not to have the (dis)assembly take place without having to pay any compensation for this decision. If an ongoing assembly, disassembly or repair needs to be entitled stopped, in particular due to charge storage and handling fees and cancel the purchase order in case wind, frost, heat, an administrative decision or force majeure, a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk minimum of 50% of the destruction, loss or damage amount of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall quotation will be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaseroperation that is lost. If the storage period exceeds 30 days lessee wants the works to be executed after all, contrary to the reported arrivallessor’s advice, due to reasons laying with any costs of discontinuation of the Purchaser, works shall be entirely at the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaserlessee’s expense.
Appears in 1 contract
Sources: Lease Agreement
Delivery. 3.1. The Supplier (a) All Products shall be entitled to perform pre- and partial deliveries without the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product delivered in accordance with professional procedures suitable for domestic transferan applicable Purchase Order. Packaging Delivery of Products to Raymarine’s nominated distribution points shall be F.O.B. destination, shipped via Raymarine’s choice of transportation at no cost to RK. Title to all Products shall pass to Raymarine upon delivery to a common carrier. RK shall deliver all Products on or before the mutually agreed upon date set forth in the Purchase Order. RK shall assist Raymarine in arranging any desired shipping and insurance (in amounts that Raymarine shall determine). All costs of shipping, insurance and freight and customs, duties, taxes and other nature expenses relating to such transportation and delivery shall only be provided at the special request and at the expense Raymarine’s expense. If circumstances arise that prevent RK from timely delivery of Products, RK shall immediately notify Raymarine of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu nature of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase orderproblem, the Purchaser still bears methods taken to overcome the risk problem and the estimated time of the destruction, loss delay. It is critical to Raymarine that delivery timeframes are adhered to. If RK fails (or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or notifies Raymarine that it anticipates failing) to arrange for delivery of the products are Products in the timeframe set forth in the applicable Purchase Order (other than due to an event of Force Majeure), then, without limit to any other remedy which Raymarine might have, Raymarine may:
(i) reschedule delivery dates for such Products by given written notice of such rescheduling to RK;
(ii) at no cost to Raymarine, require the RK to arrange for the Products to be postponed delivered within (or as close as possible to) the original timeframe using an alternative mode of transport; or
(iii) at no cost to Raymarine, return the Purchaser’s Products to RK.
(b) If at any time Raymarine requests delay in delivery of any shipment against a Purchase Order and, RK agrees to the request, RK may store the Products upon completion of manufacture and charge to Raymarine an agreed per pallet cost. However, if such delay is less than one month no charges shall apply. If, as a storage fee result of 0.5% per week of the purchase price shall be charged RK’s own circumstances, expedited delivery is required, RK is responsible for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven all costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying associated with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchasersuch expedited services.
Appears in 1 contract
Sources: Development, Services and Supply Agreement (Remote Knowledge Inc)
Delivery. 3.1. The Supplier Seller shall be entitled deliver Integrated Products to perform pre- Imperva (or the designated Customers), and partial deliveries without the Purchaser’s approval. The Supplier title and risk of loss to Integrated Products purchased under this Agreement shall be entitled pass to set an additional deadline, within three days after the expiration Imperva upon shipping of the Integrated Products to their final destination and updating Imperva of such delivery deadline by a shipping log, as set forth in Exhibit A of the Agreement (including part number, revision, Serial Number, Challenge key, Tracking number, end user and Order number). Imperva shall pay for all costs of shipping and shipping insurance. Unless Imperva specifies, in writing, the method of shipment and carrier to replace be used, Seller shall ship Integrated Products in the original delivery deadlinemanner it reasonably deems appropriate given the nature of the Integrated Products. Notwithstanding the foregoing, which the Supplier shall previously confirm with the Purchaser. The condition of adhering Seller will, at Seller’s expense, pack, palletize and label all Integrated Product shipments (in a manner acceptable to the delivery deadline is carriers and that ensures the purchase order is technically finalised and approved by Integrated Products safe delivery). In the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging event Seller becomes aware of any other nature shall only be provided at circumstances that may delay the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related shipping from ▇▇▇▇▇▇▇ to the Fulfillment Center or delivery from the PurchaserFulfillment Center to Imperva (or its designated Customer) of any Integrated Products, Seller will immediately notify Imperva in writing of such possible delay (such notice will detail the reasons for the delay and a revised estimated delivery date). If any arrival of Integrated Products at the storage period exceeds 30 applicable Fulfillment Center or any shipping to Imperva (or the designated Customers) is delayed for more than [***] days, Imperva shall have the right to deem a material breach and terminate this Agreement according to section 7 and/or cancel any part of the delayed purchase order. In addition, with respect to a delay in the arrival of Integrated Products at the Fulfillment Center (“Delay Type A”), and with respect to a delay in shipping of ordered Integrated Product to Imperva or to Imperva’s designated Customer (“Delay Type B”), Seller shall (within thirty (30) days after from the reported arrivalapplicable delay event) pay to Imperva the following percentage of the price charged to Imperva for the affected Integrated products as delay compensation charges (“Delay Compensation Charges”) provided that, due to reasons laying with the Purchaserfor each delay event, the Supplier is entitled Delayed Compensation Charges shall not exceed [***] percent [***] of the price charged by Seller to unilaterally cancel Imperva for the purchase order affected Integrated Products. Delay Compensation Charges shall not apply on late delivery of third party add-on cards, provided that such add-on cards were ordered on time by Seller and claim were not delivered on time by the costs and damages incurred third party vendor to the Fulfillment Center. Delay Type Day 1-7 Day 8-14 Day 15-21 Day 22-28 Later A (arrival at the Fulfillment Center) [***] [***] [***] [***] [***] B (shipping from the Purchaser.Fulfillment Center) [***] [***] [***] [***] [***]
Appears in 1 contract
Sources: Oem Agreement (Imperva Inc)
Delivery. 3.12.1. The Supplier shall be entitled Where the Seller delivers the goods to perform pre- and partial deliveries without the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier sale shall be deemed to have been concluded and risk in the goods shall pass to the Purchaser upon the Seller having delivered the goods to the delivery address designated by the Purchaser when ordering the goods, against the Purchaser or its representative having signed a copy of the invoice to acknowledge receipt of the goods. The Seller reserves the right to impose a reasonable charge on the Purchaser for the delivery of the goods which charge shall not exceed 1% of the value of the goods (inclusive of VAT) as reflected in the invoice. Should the Seller elect to impose such a charge, it shall be added to the invoice as a line item and shall be settled by the Purchaser together with payment for the goods as contemplated in 4 below.
2.2. Any other delivery agent being used for purposes of delivering the goods to the Purchaser shall be deemed to be acting as agent for the Purchaser and risk in the goods shall pass to the Purchaser when the delivery agent has taken possession of the goods.
2.3. The date of delivery stipulated in the invoice is entitled an approximate date only. Whilst the Seller shall use its reasonable endeavours to unilaterally effect delivery on the stipulated date, the Seller reserves the right to defer the date of delivery or to cancel the purchase order contract or reduce the volume of goods ordered by the Purchaser (without liability to the Purchaser) if the Seller is prevented from or delayed in performing under this agreement due to circumstances outside the reasonable control of the Seller including but not limited to acts of God, government actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, drought, lockouts, strikes or other labour disputes or delays affecting carriers or inability or delay in obtaining supplies of products. In the event of such a delay or failure to effect delivery the Seller shall not be liable to the Purchaser for any loss, damage or expense arising from such delay or failure.
2.4. If the Purchaser fails to take delivery of the goods when tendered by the Seller, the risk in the goods shall immediately pass to the Purchaser who shall refund to the Seller on demand the reasonable costs (including storage, transport and claim insurance) of moving the costs goods and damages incurred keeping them during the period of the delay.
2.5. Claims by the Purchaser for any short delivery of goods shall only be considered if submitted in writing and received by the Seller within 10 days from the Purchaserdate of delivery. The Seller shall not be liable for any short deliveries where it is shown that the cause of the short delivery arises from the actions of any delivery agent.
Appears in 1 contract
Sources: General Conditions of Sale
Delivery. 3.1The delivery date shall be as indicated in the order confirmation. The Supplier delivery terms, indicated in the order confirmation, are to be considered as part of this General Terms of Sale. Acceptance of shipment by a com- mon carrier or allocation of equipment to Purchaser shall constitute delivery. Thereupon responsibility shall pass to Purchaser, subject to Seller’s right of stoppage in transit. Where a trade term has been agreed, it shall be entitled interpreted in accordance with the INCOTERMS in force at time of contract. If no trade term is specifical- ly agreed delivery shall be considered to perform pre- and partial deliveries without be ExWorks.Unless expressly specified in the INCOTERMS, goods in transit always travel at Purchaser’s approvalrisk. The Supplier Purchaser will bear all costs involved in removing the goods from Seller’s premises. Delivery of all or any part of the order is contingent upon Seller’s ability to obtain supplies, raw materials and service through its regular sources of supply. Should Seller, temporally or permanently, be unable to deliver the products for reasons not imputable to the same such as force majeure, (e.g. earthquake, strikes, lockout, lack of means of transportation, authority ordinance, floods, etc.) it will be released from all delivery and indemnification obligations towards Purchaser for the entire duration of the period in which the impediment and its effects last. Upon the occurrence of such impediment, Seller will promptly inform Purchaser thereof. In the aforesaid cases, delays in delivery shall not give any right to Purchaser to claim for damages or to cancel the order. Delivery time shall commence from the date of the order confirmation, but not before Seller having received, from Purchaser, all necessary drawings and approvals, if any, or down pay- ment. Partial deliveries shall not be refused by ▇▇▇▇▇▇▇▇▇ and will be paid for at contract prices and terms. If the delay, not caused by an event of forcemajeure, exceeds 90 (ninety) days, Purchaser will be allowed to cancel the outstanding part of the order. Each party may terminate the purchase agreement in the event that its effects, due to events mentioned above, becomes excessively onerous and therefore the contract is no longer of interest for such party. If Seller performs the installation of goods, Purchaser will have to take care of and preserve the delivered goods, until the completion of installation. Purchaser shall pick up the purchased products at the dates agreed, unless otherwise agreed between the parties. Purchaser’s requests in this regard shall be entitled to set an additional deadlinetaken into consideration by Seller, within three provided that Purchaser has made its request at least 30 (thirty) days after the expiration of the delivery deadline to replace before the original delivery deadlinedate. If Purchaser does not pick up the purchased goods at the agreed date, which Seller will have the Supplier right to invoice and receive payment for any equipment not picked up. The costs of storage will be born by ▇▇▇▇▇▇▇▇▇. All goods supplied shall previously confirm remain property of Seller until such time as full payment will have been received from Purchaser in settlement of all pertaining Seller’s invoices. Cheques and bills of exchange issued by Pur- chaser will be considered as payment only after having been cashed by Seller’s bank. Purchaser shall inspect the delivered goods and notify Seller, in writing and within 8 (eight) days from the delivery date, of defects found or that may be found upon a preliminary inspection, or any other claim re- lated to the goods. Should Purchaser fail to make such notification, the goods shall be deemed as definitely accepted and in compliance with what set forth in the contract, without being prejudicial to the possibility to report any hidden defect, assuming this is within the warranty period; in any case the notification of the de- fects must be communicated within 8 (eight) days from the discovery thereof. If the received goods have been damaged during transit, Purchaser will have to highlight this on the C.M.R. or on the Delivery note. Expenses related to the shipment of any eventual returns shall be borne by Purchaser. The condition Possible objections concerning part of adhering the goods delivered, or a single shipment of the same, shall have no effect on the rest of the order, nor on the payment of goods already received and not promptly challenged. Payment shall be upon those terms agreed to by Purchaser and Seller. In the delivery deadline event there is that the purchase order is technically finalised and approved no agreement, payment shall be by Cash in Advance. Failure by Purchaser to effect payment at due date will result in Seller cancelling all express warranties, not with standing taking recourse to remedies provided by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilitieslaw. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the In case of delayed reception as if payment, Purchaser will automatically be charged interest calculated pursuant to the product had been received on time.
3.4. Insofar as Italian decree Seller warrants to Purchaser all equipment to be free from defects in material and workmanship for aperiod not exceeding 1 year from the dispatching or delivery date of installation of the products are to be postponed at the Purchaser’s requestequipment, but for a storage fee maximum of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery 18 months from the Purchasershipping date. If the storage period exceeds 30 days after the reported arrivalThis obligation is limited to repairing and replacing, due to reasons laying at Seller’s factory, any part found faulty during said period, with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.following limitations:
Appears in 1 contract
Sources: General Terms of Sales
Delivery. 3.1Time is of the essence for all Goods or documentation to be delivered hereunder. The As used herein, the term "Delivery" means the supply of all Goods complete with all required documentation including test certificates if applicable. Supplier’s failure to meet the delivery date(s) in any Purchase Order without Buyer’s written consent shall, at Buyer’s option, constitute a material breach of contract and default by Supplier. If the Buyer believes that the Supplier will be unable to meet the delivery date(s) or the Supplier breaches any other term of these Purchase Order Terms, the Buyer may, without prejudice to any other rights Buyer may have herein or at equity or in law, terminate, in whole or in part, the applicable Purchase Order. Upon such termination, Buyer may procure Goods similar to those terminated, in which case Buyer shall continue performance of each respective Purchase Order to the extent not terminated and Supplier will be liable to Buyer for any excess costs for such replacement Goods and/or losses suffered by Buyer due to Supplier’s default. Buyer has the right to impose liquidated damages of one times (1x) the Purchase Order value on late documentation submittals, on late delivery of software and/or on late delivery of the Goods. In the event Supplier’s delay causes Buyer to incur liquidated damages from any customer of Buyer, Supplier shall be entitled liable to perform pre- and partial deliveries without the Purchaser’s approvalBuyer for all such liquidated damages. The application of liquidated damages shall be in addition to any other rights and remedies of Buyer set forth herein or at law. Liquidated damages for which Supplier may become liable are agreed as a pre-estimate of the losses which may be sustained by Buyer in the event that Supplier fails in its relevant obligations under these Purchase Order Terms or the Purchase Order and not as a penalty. Liquidated damages shall represent Supplier's sole liability and Buyer sole and exclusive remedy for late delivery. In case of material delay, ▇▇▇▇▇ has the option to accept or refuse the order, and Supplier shall be entitled to set an additional deadline, within three days after the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser liable for any and all documents and permits required damages suffered by Buyer resulting from such delay. Delivery dates can be postponed by mutual agreement for Force Majeure though Buyer will retain the safe, punctual and professional delivery are submitted on time and right to terminate the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product Purchase Order in accordance with professional procedures suitable Section 10 "Termination." Causes of “Force Majeure” are considered acts of God, acts of civil or military authority, fires, strikes (except for domestic transfer. Packaging those between Supplier and Supplier’s facility employees), floods, epidemics, quarantine restrictions, war, riots, acts of any terrorism, unforeseen delays in transportation, or transportation embargoes or other nature shall only be provided at unforeseeable causes beyond the special request and at the expense control of the PurchaserSupplier and not due to Supplier's fault or negligence. The Supplier is not obliged to cover any advance costs must notify Buyer immediately in lieu writing of the Purchaserbeginning of such conditions.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.
Appears in 1 contract
Sources: Purchase Order Agreement
Delivery. 3.1(a) Time is of the essence under this Contract. The If Supplier for any reason anticipates that deliveries will not be made as required, it shall immediately give Buyer written notice setting forth the cause(s) of the anticipated delay. If delay or inability to perform arises from interruption of supply or scarcity of raw materials or parts used by Supplier, Buyer's orders shall be given priority in production scheduling. Buyer reserves the right, without liability, to take any or all of the following actions if for any reason Supplier does not substantially comply with its delivery obligations: (i) assess a late delivery fee of no more than 1.0% per day of the invoice amount of late deliveries of Products, (ii) submit a revised PO and/or MAS or Release, (iii) terminate the PO, MAS or Release, or this Contract and purchase the Products elsewhere, and Supplier shall be entitled liable for any resultant loss, (iv) direct Supplier to perform pre- ship by a method other than that indicated in this Contract, work such overtime or do whatever is necessary to avoid the delay, and partial deliveries without the Purchaser’s approval. The pay any and all transportation charges, concessions to Buyer's customers, liquidated damages, and any other costs and expenses incurred by Buyer, or (v) seek specific performance of Supplier's obligation to deliver.
(b) Supplier shall be entitled use only Buyer-approved carriers and forwarders for transportation of Products. Supplier shall reimburse Buyer for all costs and expenses incurred by reason of shipment by an unapproved method or carrier.
(c) Unless otherwise stipulated in writing, title to set an additional deadline, within three days after the expiration and risk of loss of the delivery deadline Products shall pass to replace Buyer at Buyer's dock or at the original delivery deadlinedock of Buyer's designee, which upon completion of unloading of the Products and Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears bear the risk of the destruction, loss or damage of the product in Products until such delivery. If the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products Products are to be postponed at delivered in installments, title to each installment shall pass in the Purchaser’s request, a storage fee of 0.5% per week of the purchase price same way as provided in this Contract.
(d) The Products shall be charged suitably packed and/or protected for shipment and transportation, the Purchasercost for which shall be borne by Supplier or Supplier's representative. The Supplier, however, can also claim Each package shall bear Buyer's order number and be accompanied by a readily accessible packing note detailing the reimbursement contents and conforming with any applicable importation regulations. Failure of any additional proven costs related Supplier to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying comply with the Purchaser, the shipping and transportation instructions or to provide sufficient packing shall render Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages liable for any resulting damage and/or expense incurred from the Purchaserby Buyer.
Appears in 1 contract
Sources: Conditions of Purchase
Delivery. 3.1. The Supplier shall be entitled to perform pre- and partial deliveries without the Purchaser’s approval. The Supplier shall be entitled to set an additional deadline, within three days after the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering to the delivery deadline is that the purchase order is technically finalised and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted Generally: Unless specifically designated otherwise on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilled.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the specific written purchase order, the Purchaser still bears Seller shall deliver the Products F.O.B. Seller's facility at the address shown on Seller’s shipping documentation (the “Facility"). For sales to customers or deliveries outside the United States, Seller shall deliver the Products EX WORKS the Facility. "EX WORKS" shall be defined in accordance with INCOTERMS 2000 of the International Chamber of Commerce, as amended from time to time. All risk of the destructionloss, loss damage or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delay shall pass from Seller to Buyer upon Seller's delivery of the products are Products to be postponed a carrier at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price Facility. Partial shipments shall be charged for the Purchaserpermitted. The SupplierAll installment shipments shall be separately invoiced and Buyer shall pay such separately invoiced amounts in accordance with their invoice due dates, however, can also claim the reimbursement without regard to subsequent deliveries. Delay in delivery of any additional proven costs related installment shall not relieve Buyer of its obligation to accept remaining deliveries. ▇▇▇▇▇ agrees to pay all transportation, delivery, and tax costs. Seller shall retain title for Products until Seller receives payment in full therefor. Delivery Dates: All delivery dates are approximate. Delivery dates given by Seller are based on prompt receipt of all necessary information regarding the order. Seller will use reasonable efforts to meet such Delivery Delays: Any delay in delivery due to causes beyond Seller's reasonable control, or due to any priorities or allocations necessitated by governmental orders or regulations, or due to any causes specified in the following sentence, shall extend the term of delivery by a period equal to the length of such delay. In the event of delay in delivery from requested by Buyer or caused by Buyer's (a) failure to supply adequate instructions; (b) failure to arrange for pickup; (c) failure to supply or approve necessary data in a timely manner; (d) requested changes; or (e) failure to provide documents required for Seller to effect delivery, Seller will store all Products at Buyer's risk and expense, and if prices are higher at the Purchasertime of actual delivery, Buyer shall pay such higher prices. If the Buyer shall pay all storage period exceeds 30 days after the reported arrivalcosts, due to reasons laying with the Purchasermaterial costs, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaserexpenses upon Seller's demand.
Appears in 1 contract
Sources: Terms and Conditions of Sale
Delivery. 3.1. The Supplier delivery of the Assets shall be entitled deemed complete once the Assets have been loaded for transport on transportation trucks, vessels, and/or shipping containers and the Parties have exchanged an executed ▇▇▇▇ of Sale and Protocol of Delivery and Acceptance in forms substantially similar to perform pre- those set out in Exhibits B and partial deliveries without the Purchaser’s approval. The Supplier C, which shall be entitled to set an additional deadline, within three occur no later than fifteen (15) business days after the expiration execution of this Agreement. The representations, warranties, covenants, and agreements set forth in this Agreement shall survive delivery of the delivery deadline ▇▇▇▇ of Sale and the Protocol of Delivery and Acceptance. Seller shall be responsible for all cost, expense, and risk arising out of or related to replace the original delivery deadlineloading of the Assets. Buyer shall be responsible for all cost, expense, and risk arising out of or related to the transport on Buyer-supplied transportation trucks, vessels, and/or shipping containers and unloading of the Assets following delivery. The Buyer shall, no later than twenty (20) business days after the date of this Agreement and at its sole cost and expense remove the Assets from its respective current locations. If the Buyer has not removed the Assets after the said period of twenty (20) business days, the Buyer acknowledges and agrees that the Seller has the right to dispose of the Assets in any manner it sees fit. The Assets shall be delivered “AS IS, WHERE IS” in their present condition, including any environmentally sensitive materials, equipment, liquids or product which require special handling or disposal (including, but not limited to, those with asbestos, those with NORM levels greater than zero, etc.) comprising any part (or the Supplier shall previously confirm entirety) of the Assets, with all faults accepted by Buyer. Seller has no knowledge of any health hazard or environmental risk associated with the Purchaser. The Assets and Buyer acknowledges that regardless of the Seller’s lack of knowledge, it has had its own opportunity to verify and inspect the Assets to determine any such hazards and that it has its own independent obligation to determine the condition of adhering the Assets prior to sale. Buyer acknowledges that such hazards could include naturally occurring radioactive material ("NORM") because of the Assets’ use in oil field related activities. Buyer agrees to take all responsibility for testing for the presence of NORM and Buyer expressly waives any claim whatsoever it may have against Seller arising out of or related to the delivery deadline is that existence of NORM or other such hazards in the purchase order is technically finalised Assets. Buyer understands that, inasmuch as the presence of NORM may constitute a health hazard, special safety and approved by the Purchaser and all documents and permits handling procedures may be required for the safe, punctual removal and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start disposal of NORM from the day when said conditions are fulfilledAssets if such may be found and Buyer acknowledges and agrees to take all such action as may be necessary or required to remove and dispose of such NORM.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.
Appears in 1 contract
Sources: Sale and Purchase Agreement
Delivery. 3.1. The Supplier a) From time to time during the Term, Seller shall deliver the Plasma from which Sanquin shall manufacture the Products to Sanquin at such locations as shall be entitled determined by LEV and Sanquin. On behalf of Sanquin the Products are produced at the facility of CAF/DCF.
b) From time to perform pre- time during the Term, Seller shall generate and partial deliveries without deliver to Purchaser an invoice for the volume of Products sold. Each such invoice shall specify the quantity of Products sold, the aggregate price for such Products and the date on which the Products shall be transferred to Purchaser. Seller agrees to consult with Purchaser regarding the quantity, frequency and timing of Products tendered for delivery; however Purchaser agrees and acknowledges that the exact quantity, frequency and delivery time for Product delivery is subject to the production output of Sanquin. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]
c) The transfer of title, use and risk of loss for the Products shall occur at the designated shipment or transfer location of Seller. Transfer of title, use and risk of loss shall occur periodically during the Term at each time that Seller confirms to Purchaser that Sanquin is authorized to release a batch of *** and/or *** (as such terms are defined in Appendix 1) from its quality assurance procedures for shipment. Accordingly, any damages sustained beyond that point, will be the responsibility of Purchaser. In the event Purchaser is notified by Sanquin that a batch of Product (whether it is *** or ***) has been released from quality assurance, it shall, prior to taking delivery of such batch of Product, notify Seller of such occurrence. In no event may Purchaser accept delivery of and title to any Products until the release of such Product batch is confirmed by Seller. Purchaser agrees to bear all costs of shipments, freight, insurance and all governmental taxes and duties incurred during shipping of the Products sold hereunder from the Seller shipping point to Purchaser’s approval. The Supplier designated receiving terminal.
d) Products shall be entitled packed by or on behalf of Seller in such a manner as to set an additional deadline, within three days after the expiration of the delivery deadline to replace the original delivery deadline, which the Supplier shall previously confirm with the Purchaser. The condition of adhering mitigate damage to the delivery deadline is that the purchase order is technically finalised Products or containers during shipping and approved by the Purchaser and all documents and permits required for the safe, punctual and professional delivery are submitted on time and the Purchaser fulfils the agreed conditions and additional responsibilities. Insofar as said conditions are not fulfilled on time, the delivery times shall be prolonged, that is the delivery deadline will start from the day when said conditions are fulfilledtendered to Purchaser at Seller’s designated shipping point.
3.2. The Supplier shall pack the product in accordance with professional procedures suitable for domestic transfer. Packaging of any other nature shall only be provided at the special request and at the expense of the Purchaser. The Supplier is not obliged to cover any advance costs in lieu of the Purchaser.
3.3. Products designated for self-arranged transport shall be received within 3 working days subsequent to their reported arrival. The Supplier shall be entitled to charge storage and handling fees and cancel the purchase order in case a product is not received within the purchase deadline. Insofar as the Supplier fails to cancel the purchase order, the Purchaser still bears the risk of the destruction, loss or damage of the product in the case of delayed reception as if the product had been received on time.
3.4. Insofar as the dispatching or delivery of the products are to be postponed at the Purchaser’s request, a storage fee of 0.5% per week of the purchase price shall be charged for the Purchaser. The Supplier, however, can also claim the reimbursement of any additional proven costs related to the delivery from the Purchaser. If the storage period exceeds 30 days after the reported arrival, due to reasons laying with the Purchaser, the Supplier is entitled to unilaterally cancel the purchase order and claim the costs and damages incurred from the Purchaser.
Appears in 1 contract
Sources: Intermediate Supply Agreement (Lev Pharmaceuticals Inc)