Common use of Delivery Clause in Contracts

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

Delivery. (a) Delivery of the products in accordance with the delivery schedule is a material requirement of each purchase order. Time is of the essence in fulfilling all purchase orders. (b) Unless otherwise specified in of this Order. If Seller delivers the relevant purchase order goods or by completes the Purchaserservices later than scheduled, all deliveries Buyer may assess such amounts as may be set on the face of an Order as liquidated damages for the delay period. The 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 made at entitled to recover damages that it incurs as a result of Seller’s failure to perform as scheduled. Buyer’s resort to liquidated damages for the ‘ship to’ address specified in delay period does not preclude ▇▇▇▇▇’s right to other remedies, damages and choices under this Order other than the relevant purchase orderdamages resulting from the delay period, and in accordance with the instructions specified thereinincluding, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual Buyer’s right to terminate this Order for non-delivery. All delivery designations are INCOTERMS 2010. Unless otherwise stated on the face of this Order, all goods provided under this Order shall be delivered FCA Seller’s facility, except goods that are to be shipped directly to Buyer’s customer or potential labour dispute which is delaying a location designated by Buyer’s customer that are: (a) not to be exported; or threatening to delay (b) exported from the timely fulfillment of any purchase order. Such delay or threat of delay United States (“U.S”), 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 orderbe 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 cooperate with cause all resulting transportation charges to be for the Purchaser to avoid disruption to the supply account of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition rise to any other rights and remedies, remedies available at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (law or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase orderequity. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. Material ordered herein must be delivered at the time or times specified on the purchase order or in written releases issued by Buyer hereunder or in the Supply Agreement. All materials shall be shipped F.O. B. to the Buyer's location specified on the purchase order or in the Supply Agreement or otherwise specified in writing by Buyer (a) Delivery the "Relevant Buyer Location"), and the risk of loss or damage in transit shall be upon the products in accordance with Seller. Buyer shall be responsible for all shipping costs. Buyer may specify the delivery schedule is a material requirement carrier or method of each purchase ordertransportation at any time. 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 under this purchase order, and in accordance with without limitation to the instructions specified thereinforegoing, during normal business hours. (c) The Seller shall notify 100% on-time delivery is of the Purchaser promptly in writing essence. In the event of any cause whatsoeverlate delivery, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. Buyer may (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remediesremedies that may be available to Buyer at law or equity), at its sole and absolute discretionoption, to: reject the materials that are subject to the late delivery, cancel this purchase order for default, partially cancel this purchase order for default, vary delivery terms hereunder (i) require the including, without limitation, requiring Seller to deliver sufficient products use expedited delivery at Seller's expense), or use other materials. Any losses or damages sustained, or costs incurred by Buyer by reason of late delivery (without regard to which correspond option Buyer elects) shall be paid to Buyer by Seller. Buyer hereby notifies Seller that such losses and damages may include, without limitation, incidental and consequential damages and lost profits. Buyer may refuse to accept and/or return to or store for Seller (at Seller's risk and expense) any materials that are delivered prematurely. Seller shall reimburse Buyer for all expenses, including, without limitation, damage to the relevant purchase order to comply with the quantities requiredmaterials, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components improper packing, marking, loading or any other reason, the Seller shall ensure that the Purchaser has priority of supplyrouting.

Delivery. (a) Delivery 9.1 Time shall be of the products essence. The ltems shall be delivered strictly in accordance with the Order delivery schedule is a material requirement of each purchase orderand early or partial shipments are not permitted unless expressly authorized in writing by CMC. Time is of CMC reserves the essence in fulfilling all purchase orders. (b) Unless otherwise specified in the relevant purchase order right to return any unauthorized early shipments at Seller's expense or by the Purchaser, all deliveries shall to retain same at CMC's facilities at Seller's risk. Payment will be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hoursoriginal or amended delivery schedule. (c) The 9.2 ln the event Seller foresees or encounters difficulty in meeting the delivery requirements of an Order, it shall immediately notify the Purchaser promptly CMC in writing giving pertinent details and a recovery schedule acceptable to CMC. This provision shall not be construed as a waiver by CMC of any cause whatsoever, including but not limited to any actual performance requirements of an Order or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay rights or threat of delay remedies provided by law. 9.3 All ltems shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with be delivered to the delivery schedule point specified in the relevant purchase orderOrder. The Title to the ltems shall pass from Seller to CMC upon delivery. 9.4 In the event that the Supplier fails to fulfill any of its obligations as outlined in this Purchase Order, or if there is a reasonable expectation by CMC that such failure may occur, and the Supplier does not rectify the situation to CMC's satisfaction within five (5) Days from the receipt of the CMC's written notice, then CMC retains the right to intervene in the management of the Work. Furthermore, CMC is authorized to take any actions deemed necessary to exercise this right, and such actions will be at the expense of the Supplier. This intervention does not absolve the Supplier 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 Seller, require Seller to stop all or any part of the work 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 cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall promptly 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 terms and take all reasonable steps to prevent their deterioration until delivery on minimize the new delivery date specified costs arising from the work covered by the PurchaserStop Work Notice during the period of work stoppage. (f) It is 10.3 Within the Seller’s responsibility to furnish the quantity specified period established in the relevant purchase order Stop Work Notice, including the extension thereof, Buyer shall either (a) cancel the Stop Work Notice or in (b) terminate this Agreement or any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any eventPurchase Order, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expensetotally or partially. (g) If 10.4 In the Seller’s delivery of event Buyer cancels the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Stop Work Notice Seller shall promptly collect any products which have been delivered and comprised resume work in such purchase order (or part thereof) so cancelled) and/or accept accordance with the quantities terms of this Agreement. If Seller shall notify CMC that the production hiatus during the term of the products tendered and/or procure substitute products and/or approve a revised Stop Work Notice renders the original delivery date (such approval schedule no longer practicable, then CMC and Seller shall agree to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice equitable adjustment to the generality of delivery schedule for the foregoingeffected Purchase Order(s). 10.5 In the event CMC terminates this Agreement, 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 orderClause 14 shall apply. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery of the products in accordance with the delivery schedule is a material requirement of each purchase order. Time is of the essence 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 fulfilling all purchase orders. this Order as liquidated damages for the time period between the scheduled delivery date and the actual delivery date (b) Unless otherwise specified the “Delay Period” ). The parties agree that if liquidated damages are set forth on the PO or in this Order, they are the relevant purchase order or by exclusive remedy for the Purchaser, all deliveries damages resulting from the Delay Period only; are a reasonable pre-estimate of such damages Buyer shall be made suffer as a result of delay based on circumstances existing at the ‘ship to’ address specified in time this Order was issued; and are to be assessed as liquidated damages and not as a penalty. ▇▇▇▇▇’s resort to liquidated damages for the relevant purchase orderDelay Period does not preclude ▇▇▇▇▇’s right to other remedies, damages and in accordance with choices under this Order other than the instructions specified thereindamages resulting from the Delay Period, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoeverincluding, including but not limited to any actual Buyer’s right to terminate this Order for non-delivery. If no liquidated damages are set forth on the PO or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser this Order, Buyer shall be entitled to reschedule deliveries for recover all standard commodity parts damages it incurs as a result of Supplier’s failure to perform as scheduled. All delivery designations are Incoterms® 2010. Unless otherwise set forth on the PO, all goods provided under this Order shall be delivered FCA Supplier’s facility except goods that are to be shipped directly to Buyer’s customer or a location designated by serving a written Reschedule Notice Buyer’s customer that are: (a) not to be exported; or (b) exported from the Seller and the Seller United States of America (“U.S.”), shall comply with such Reschedule Notice for all undelivered itemsbe delivered EXW Supplier’s facility. The Purchaser 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 request the rescheduling specify contract 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 carriage in all cases. Failure of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order Supplier to comply with the quantities required, (or replace free of charge any such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller Buyer specification shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval cause all resulting transportation charges to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead timeaccount of Supplier. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

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

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

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

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

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

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

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

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

Delivery. (a) Delivery of the products The Seller shall, in accordance with this Section 6, deliver the delivery schedule is a material requirement of each purchase orderItems to Purchaser on the date(s) indicated in the Purchase Order. Time is If Seller anticipates that it will not deliver the Items on the date(s) indicated, Seller shall immediately notify Purchaser by the fastest available means, of the essence anticipated failure and the anticipated actual delivery date. If Seller fails to make delivery of any part of the Items on the date(s) indicated in fulfilling all the Purchase Order and per the terms of the Contract, the Purchaser may terminate the Purchase Order and/or the Contract and pursue other remedies. Without prejudice to the other rights of Purchaser, in case of delay in delivery from the due date the Seller shall be liable to pay liquidated damages amounting to 1.0% of the value of Items delivered late per week up to a maximum of 10% of the entire value of the Purchase Order. In case of delay in delivery by more than four (4) weeks Purchaser reserves the right to purchase orders. (b) the Items from any other sources other than Seller and shall recover any additional costs incurred by Purchaser in this regard from Seller. Unless otherwise specified in the relevant purchase order or Purchase Order, all shipments shall be delivered F.O.B. to the destination designated by Purchaser in the Purchase Order, and title and risk of loss shall remain with Seller until the Items in a completed state are received by Purchaser, all deliveries shall be its agent or consignee regardless of whether or not Purchaser has made at full payment for the ‘ship to’ address specified in the relevant purchase orderItems. In case of local buy, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified intimate Purchaser by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing shipping notices at F.O.B. destination in advance. Other relevant shipping document copies should be submitted by Seller to Purchaser’s designated address mentioned in the Purchase Order. In case of imports, Seller will mail bills of lading and shipping notices directly to the F.O.B. destination on the day of shipment. Bills of lading shall indicate the relevant Purchase Order number. Purchaser may require adherence to its routing instructions, and any event, any additional costs incurred in savings resulting from adherence to such partial deliveries instructions shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead timebenefit of Purchaser. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

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

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

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

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

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

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

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

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

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

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

Delivery. (a) Delivery of the products in accordance with TIME IS OF THE ESSENCE IN THE DELIVERY OF ALL PRODUCTS AND SERVICES. Buyer’s schedules are based upon the delivery schedule is a material requirement of each purchase order. Time is of the essence in fulfilling all purchase orders. (b) Unless otherwise specified in the relevant purchase order or by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery dates shown on the new face of an Order. Buyer may cancel any Order without penalty if delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date and time specified in the relevant purchase order Order. No change in the scheduled delivery date will be permitted, unless ▇▇▇▇▇ has otherwise agreed in writing to such change. Buyer’s acceptance of Products after the scheduled delivery date shall not be deemed to be a waiver of Buyer’s rights with respect to such late delivery, nor shall it be deemed a waiver of Seller’s obligation to comply with future scheduled delivery dates and times. The Products shall be delivered in the quantities and on the dates or authorised on expiry of the periods specified in shipment releases issued by the Purchaser Order to the place(s) named therein at the risk of the Seller, this and under Seller’s insurance, but in no event shall constitute the Products be shipped before the earliest shipping date specified on the face of the Order. Upon delivery of the Products, Buyer shall sign a breach Proof of Delivery (“POD”), it being understood that signing a POD only signifies that a shipment was received by Buyer or its agents and not that the Products have been accepted. Title to the Products shall pass to the Buyer on the earlier of payment by Buyer to Seller of the Products or ▇▇▇▇▇’s signing of the POD. Transfer of such title shall not in any way prejudice ▇▇▇▇▇’s rights of rejection. If any or all of the Products are not delivered on the date(s) specified in the Order, the Buyer shall be entitled to accept or reject any such Products and return rejected Products at Seller’s risk and expense without prejudice to any other of its rights. Buyer shall also be entitled to recover from the Seller any monies paid by the Seller and the Seller shall have no right to make a later tender Buyer in respect of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept such returned Products together with any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered additional expenditure reasonably incurred by the Seller Buyer in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such obtaining other products in storage at the Seller’s expense until the scheduled delivery datereplacement. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

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

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

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

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

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

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

Delivery. (a) Delivery 7.1 Risk of 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 products 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 such Release Order. 7.3 In the event of a delay in accordance with delivery of Equipment, which is the delivery schedule subject of an accepted Release Order, beyond the date agreed upon in such CONTRACT NO. IFN9301C Release Order and such delay is a material requirement not excused under the provisions of each purchase order. Time is Section 13 hereof, then upon Buyer's request, shipment of the essence in fulfilling all purchase orders. (b) Unless otherwise specified in the relevant purchase order or by the Purchaser, all deliveries delayed Equipment when ready to ship shall be made at specifying priority transportation, and, in such circumstances, the ‘ship to’ address specified in amount by which the relevant purchase order, and in accordance with cost of such priority transportation exceeds the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing cost of any cause whatsoever, including but not limited transportation that would have been payable by Buyer pursuant to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser Section 5.5 shall be entitled to reschedule deliveries for all standard commodity parts borne 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 reschedulingSeller. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery The Goods and/or Services shall be delivered to the specified premises of the products Purchaser on the date specified in accordance with a Purchaser's written Purchase Order ("the delivery schedule is a material requirement of each purchase order. Time is of the essence in fulfilling all purchase ordersDelivery Date") or call-off schedule. (b) Unless otherwise specified in The Supplier shall notify the relevant purchase order Purchaser immediately of any matters which have 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 hourscould delay any scheduled deliveries. (c) The Seller shall notify the Purchaser promptly Unless otherwise specified in these Conditions or agreed in writing of any cause whatsoeverby the Purchaser, including but the Goods and/or Services may not limited to any actual or potential labour dispute which is delaying or threatening to be delivered by installments after a delivery date and if the delay materially affects the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance use of the relevant purchase order Goods and/or Services by the Purchaser, the Supplier may not be entitled to progress payments in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to respect or on account of the supply of products to the Purchaser under the relevant purchase orderGoods and/or Services. (d) The Supplier shall ensure that all invoices, packing slips, delivery dockets and correspondence show the Purchaser's Purchase Order number, Purchaser's Goods and/or Services part number and description shown on the front of the Purchaser's Purchase Order. Failure to do so may result in delays in processing such documents, in inspection and acceptance of Goods and/or Services and payment and shall entitle the Purchaser shall be entitled in such circumstances to reschedule deliveries claim an extension of time for all standard commodity parts by serving a written Reschedule Notice attending 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 reschedulingsame. (e) If The Goods and/or Services, shall be addressed 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 productsPurchaser's site at ▇▇-▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any eventRosebery, any additional costs incurred in such partial deliveries shall be at the expense of the Seller2018, New South Wales, Australia, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (jf) The Purchaser reserves the right to withhold payment on products shipped refuse to accept liability for any Goods and/or Services delivered in advance until excess of the date quantity ordered or not in accordance with the Purchaser's Purchase Order. (g) All deliveries from the Supplier or its authorized Representative will be accompanied by a delivery docket. An authorized representative of payment agreed to between the Seller Purchaser must acknowledge delivery of Goods and/or Services in writing. Such acknowledgment shall not mean that the Purchaser accepts the quality or merchantability of the Goods and/or Services, and the Purchaser Goods and/or Services shall be subject of inspection pursuant to Clause 2(b) hereof8. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

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

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

Delivery. (aa. All delivery dates set out in the UOP proposal(s) Delivery are estimates. Unless the parties otherwise mutually agree in writing on the transfer of title and risk of loss or damage of the 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 products leave the territorial waters of such country if shipped via ocean transport, or leave the overlying airspace of such country if shipped via air transport, or cross the 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 damage of the products will pass from UOP to Company at the point in accordance with time the delivery schedule is a material requirement of each purchase orderproducts are loaded on the freight carrier at UOP’s designated shipping site. 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 Deliveries may be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after before the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon requested delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaserin 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 (f) It is the Sellerincluding, without limitation, liquidated damages in your contracts with Company’s responsibility customers), resulting from ▇▇▇’s failure to furnish the quantity specified perform or its delay in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Sellerperforming, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received agreed in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in signed 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 damagesauthorized representative. Without prejudice to the generality of Notwithstanding the foregoing, if UOP delivers a tender quantity 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) product in excess of the amount quantity ordered by Company, or a type of product different than that ordered by Company, Company may return such excess or different product to UOP within sixty (60) calendar days after invoice at UOP's cost for a full refund. Additionally, UOP shall bear the cost of redirecting shipments made to a location other than that set forth in advance of the time necessary to meet the Purchaser’s delivery schedulethis Agreement if caused solely by its error. It Company is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times liable for any products delays or increased costs incurred by UOP caused by Company’s acts or omissions including, without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time limitation, all costs UOP incurs for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, redirecting shipments due to a shortage of components any incorrect information or any other reason, the Seller shall ensure that the Purchaser has priority of supplyaddress you or your representatives provide.

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

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

Delivery. Unless otherwise agreed, delivery of products shall be made ex works SELLER's facility (INCOTERMS 2012). SELLER shall not be liable for any delays in performing its obligations regardless of whether such delays are caused by (i) SELLER's late performance, or any reasonably unforeseeable condition which is beyond SELLER's reasonable control and which could not be avoided by the exercise of ordinary diligence. Acts of God, such as storms or floods, named or numbered tropical storms and hurricanes as well as government priorities, acts of civil or military authorities, strikes, fires, epidemics, war or riot, work stoppages, accidents, casualties, inability to procure supplies and raw materials, delays in transportation, shortage of cars are examples of events which will be excusable for being beyond SELLER's reasonable control. For any delay, SELLER shall fulfill the following: (a) Delivery promptly after the discovery of the products in accordance commencement of any excusable delay, SELLER shall provide BUYER with the delivery schedule is a material requirement of each purchase order. Time is written notice of the essence in fulfilling all purchase orders. cause and extent thereof as well as an estimate of the duration thereof; and, (b) Unless otherwise specified in promptly after the relevant purchase order or by discovery of the Purchasercessation of the event causing such delay, all deliveries SELLER shall provide BUYER with written notice of the actual delay incurred, upon receipt of which the date of delivery shall be made at extended for 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 time actually lost by reason of such delays. If delivery of any cause whatsoeverspecial items is delayed by BUYER for more than thirty (30) calendar days after completion, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay SELLER may invoice for such items and hold for BUYER’s disposition for a reasonable period of time. BUYER shall make payment for such special items within thirty (30) calendar days from the timely fulfillment date of invoice. To the extent SELLER’s shipments are made in “single trip” non-returnable containers, SELLER makes no allowances for the return of any purchase ordercontainer. Such delay or threat of delay shall SELLER will not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase orderaccept any material returned without SELLER’s prior written permission. The Seller shall cooperate with the Purchaser All returned material must be shipped to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts SELLER prepaid by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered itemsBUYER. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess Collect shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase orderaccepted by SELLER. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

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

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

Delivery. (a) Delivery 3.1 The Purchaser agrees that the signature of any employee and/or representative of the products in accordance with Purchaser on the Company's official delivery note/invoice/waybill or the delivery schedule is a material requirement note of each purchase order. Time is of the essence in fulfilling all purchase orders. (b) Unless otherwise specified in the relevant purchase order or any authorised independent carrier at any address nominated by the Purchaser, all deliveries (notwithstanding that it might be incorrect on the delivery note or invoice/waybill) 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 prima facie proof of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept proper delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior Goods to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is 3.2 Upon the Seller’s responsibility issuing of delivery note each delivery note shall constitute a separate contract between the Company and the Purchaser governed by these Terms. 3.3 Should the Purchaser in checking the Goods note a discrepancy between the delivered quantity and that of the delivery note the Purchaser must note such difference on the delivery note and draw such note to furnish the attention of the person delivering the Goods. In the event of the Purchaser failing for any reason whatsoever to sign the delivery note or to make note of any discrepancies as aforesaid, the Company shall not be liable in respect of claims arising out of any discrepancies between the quantity specified invoiced and the quantity delivered. 3.4 The risk in and to any goods purchased from the Company shall pass to and vest in the relevant purchase order Purchaser immediately upon delivery to the Purchaser or to the address nominated by the Purchaser. Should the Purchaser instruct the Company to engage a carrier to transport the Goods, the Company shall engage such carrier on any terms and conditions as it deems fit. The Purchaser indemnifies and keeps the Company indemnified against all losses, claims, expenses incurred in connection with any dispute or litigation concerning or compromise arising out of or in relation to any purchase order release issued claims made against the Company by such a carrier so engaged. In such case liability for the Goods passes to the Purchaser at the time the goods are made available for collection or transportation at the Company’s premises. 3.5 All Goods must be inspected by the Purchaser on delivery. 3.6 In accordance with these Terms in connection therewith. The Seller shall not make partial deliveries under a purchase order general, no claim against the Company in respect of an alleged defect will be considered unless authorised the Company is notified by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense within 5 (five) days after delivery of the Seller, unless such partial deliveries are requested for by the Purchaser in writingGoods. 3.7 The Company will be allowed reasonable opportunity and facilities to investigate any claims. The Purchaser reserves shall, if so requested by the right Company, promptly return any Goods which are subject to return excess shipments at a claim plus any packaging materials. These must be securely packed and carriage paid to the Seller’s expenseCompany for examination. 3.8 The Purchaser further acknowledges that unless it notifies the Company within 5 (gfive) If the Seller’s days of delivery in writing of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged statedefect, the Purchaser reserves acknowledges that the right without liability and Goods were delivered in addition to any other rights and remedies, at its sole and absolute discretion, to:good condition. (i) require the Seller 3.9 The Company will endeavour to deliver sufficient products which correspond to the relevant purchase order Goods and Services timeously, but any delivery date is approximate only and time shall not be of the essence in any agreement. The Company shall have no liability as a result of failure by it to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised specified delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtaineddate. The Purchaser will not be obliged accordingly indemnifies and holds the Company harmless in relation to accept any tender of products which does not fully comply with all the provisions of the relevant purchase orderdelayed or non-delivery. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. 2.1. Delivery shall be DDP (aIncoterms 2010) Delivery at the address stated in SRT’s purchase order. 2.2. The times of delivery stated in the purchase order shall be the arrival date of the products goods and/or the documentation at the delivery address(es) stated in SRT's purchase order. Delivery has been effected when the goods have been placed at SRT’s disposal at the address specified in SRT’s purchase order and when SRT has approved the goods received. In the event that the delivery/ performance is defective, delivery is deemed not to have taken place until such defect has been remedied. Payment for the delivery shall not constitute approval of the delivery. The Supplier shall make all the necessary arrangements to ensure delivery at the times of delivery specified without additional costs for SRT. Delivery may not take place prior to the time stated in the purchase order unless subject to written consent by SRT. SRT shall immediately be notified of any delay or anticipated delay and receive written confirmation hereof. In cases where SRT cannot accept the delay, the Supplier shall pay liquidated damages for such delay according to the provisions below. If times of delivery agreed as milestones prior to delivery are exceeded, the Supplier shall pay liquidated damages of 1% of the total order sum for each week of delay commenced. Liquidated damages for each delay accumulate. Notwithstanding the forgoing the Supplier shall not be liable to pay any part of the aforementioned liquidated damages, if the delivery by the Supplier takes place in accordance with the delivery schedule agreed time of final and complete delivery. 2.3. If delivery, whether in full or in part, is a material requirement not effected timely, or if defects are not remedied until after the agreed time(s) of each purchase order. Time is delivery, the Supplier shall pay liquidated damages of 1% of the essence total order sum for each commenced week of delay. The liquidated damages in fulfilling all purchase ordersclauses 2.2 and 2.3 accumulate. The maximum amount of liquidated damages is limited to 10% of the total order sum. (b) Unless otherwise specified 2.4. If the delivery or any part of thereof is delayed, SRT shall be entitled to demand delivery and to fix a final time of delivery by notifying the Supplier hereof in writing. If the delivery does not take place within the time so fixed, SRT shall be entitled to terminate the purchase by notifying the Supplier hereof in writing, and – in addition to liquidated damages - to claim damages from the Supplier for the directly loss caused by the delay, inclusive of direct loss in the relevant purchase order or by the Purchaser, all deliveries event of operating disturbances. Damages shall be made at the ‘ship to’ address specified in the relevant purchase order, and fixed in accordance with the instructions specified thereingeneral Danish law of damages. In case SRT elects to maintain the purchase, during normal business hours. (c) The Seller SRT shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall nevertheless be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller damages 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 reschedulingliquidated damages. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. 7.1 Except as otherwise expressly agreed by the Parties, Mission shall deliver all Cargos of Products to VMSC on a CIF basis. Mission shall arrange and pay for transportation of the Products sold hereunder. For the avoidance of doubt, Mission shall pay all Shipping and Transport Costs which are to be covered within the Pricing Formula per Section 5, 7.2 JME and CJO shall be delivered as separately identified Cargos. 7.3 VMSC shall exercise reasonable diligence to provide a safe, deepwater, readily accessible berth at the Delivery Port; provided, however, that Buyer shall not be deemed to have warranted the safety of any such berth or terminal and shall be under no liability in respect thereof, except for loss or damage caused by the terminal operator’s failure to exercise reasonable care as herein provided and which could not have been avoided by the exercise of due care by one or more of the owner, operator, master, officers and crew of the Vessel, the Vessel’s agent or Seller. Buyer shall not be deemed to warrant the safety of any channel, fairway, anchorage, or other waterway used in approaching or departing from the Delivery Port designated by Buyer. 7.4 VMSC shall designate the appropriate Delivery Port in the Delivery Schedule. VMSC may change the Delivery Port specified in its sole discretion by providing Seller notice of change prior to the transfer of title to the Products. The Buyer will bear all associated costs of any such change in the Delivery Port following the issuance of the Confirmation or Confirmation Acknowledgement and such costs shall be reflected in the Final Invoice. 7.5 Product shall be discharged at the Delivery Port at a berth suitable for the discharge of the Product or if practicable and mutually agreed by the Parties and provided the Vessel is willing to and can safely berth, at Buyer’s own or appointed premises within the harbour limits. 7.6 All applicable governmental, local and port authority rules and regulations, and terminal rules and regulations in force at the Delivery Port shall apply to Seller’s Vessel. Notwithstanding anything to the contrary contained in this Section, if any Vessel nominated by Seller does not comply with the foregoing provisions or any of them, Buyer or Buyer’s agents may refuse to berth, discharge, or continue to discharge the Vessel in question. 7.7 VMSC shall be responsible for offloading the Cargos of Products received hereunder. (a) Delivery VMSC will unload each Cargo within the laytime stipulated in the Charter Party Agreement allocated for unloading where laytime commences 6 hours after notice of readiness (“NOR”) has been tendered or when the products Vessel is all fast alongside berth whichever is earlier; (b) VMSC shall take delivery with customary quick despatch after the NOR has been given by the shipowner or representative(s) in accordance with the delivery schedule is a material requirement of each purchase order. Time is of the essence in fulfilling all purchase ordersCharter Party Agreement. (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 7.8 Should Mission advise VMSC that it wishes to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reasondeliver product via onshore means, the Purchaser Parties shall in good faith work together to develop a method to deliver Products via onshore means. In the event that such a mutually agreeable method is unable developed, Mission shall thereafter have the option to require VMSC 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 PurchaserProducts via such onshore means. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

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

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

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

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

Delivery. (aA) Delivery Unless otherwise agreed to in writing on an applicable purchase order or an executed contract between Buyer and Supplier, the shipping terms of all shipments required by the products in accordance Buyer shall be FCA Incoterms 2010 Supplier’s Premises with passage of title and risk of loss occurring upon delivery at the destination stipulated by applicable purchase order. (B) If Goods are received more than ten (10) calendar days ahead of specified schedule, Buyer reserves the right to keep the Goods and make payment as if the delivery was made per the specified delivery schedule is a material requirement of each purchase orderor return the Goods to Seller at Seller's expense. In the latter case, ▇▇▇▇▇ shall debit Seller's account for actual freight charges incurred both from and to Buyer. The delivery dates contained in an Order are the dates that the Goods are required on dock at Buyer's facilities. (C) Time is of the essence in fulfilling all purchase orders. (b) Unless otherwise specified performing an Order. Should Seller experience or anticipate any delay in the relevant purchase order or by the Purchaserperforming an Order, 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 must immediately notify the Purchaser promptly Buyer in writing of any cause whatsoeversuch delay, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay its expected duration and the timely fulfillment reasons thereof. Neither such notification nor an acknowledgment by Buyer will constitute a waiver of any purchase orderan Order's specified delivery schedule. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the The delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all modified unless the provisions of parties do so in writing, except as otherwise provided in the relevant purchase order. (h) The Changes clause. Seller shall not, be liable for any direct damages resulting from a delay in delivery. The use of premium Freight (air or expedited) at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the SellerBuyer’s expense and/or to accept early is not an acceptable means of complying with on-time delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery daterequirements. All Suppliers must notify their Buyer or site contact before shipping ANY Premium Freight Shipment. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) 3.1 Delivery is deemed to have taken place when the Purchaser personally or through its appointed delivery agent takes possession 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 goods at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) Seller’s premises. The Seller shall will notify the Purchaser promptly when the goods are ready for collection. If the Purchaser fails to take delivery within 3 business days from the date on which the Seller notifies it that the goods are ready for collection, the risk of loss or damage to the goods shall immediately pass to the Purchaser who shall refund to the Seller on demand the reasonable costs (including storage, transport and insurance) of moving the goods and storing them during the period of the delay. 3.2 The Purchaser shall be responsible for the removal and transportation of the goods from the Seller’s premises and the offloading of the goods at the Purchaser’s premises and shall bear all costs associated therewith. 3.3 All delivery agents are deemed to be acting as agents of the Purchaser and risk of loss or damage passes to the Purchaser once the goods are in writing the possession or control of any cause whatsoeversuch delivery agents. 3.4 Agreed dates of delivery are approximate dates only. Whilst the Seller shall use its reasonable endeavours to effect delivery on the agreed date, the Seller reserves the right to defer the date of delivery or to cancel the 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 any actual acts of God, government actions, war or potential national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, drought, lockouts, strikes or other labour dispute which is delaying disputes or threatening to delays affecting carriers or inability or delay in obtaining supplies of products. In the timely fulfillment event of any purchase order. Such such a delay or threat of delay failure to effect delivery the Seller shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products be liable to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reasonloss, the Purchaser is unable to accept delivery of the products on damage 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 Purchaserexpense arising from such delay or failure. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

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

Delivery. ‌ (a) Delivery of the products in accordance with the delivery schedule is a material requirement of each purchase order. Time is of the essence essence. Seller’s timely performance of the Work is a material element of this Subcontract and Seller shall strictly adhere to the milestone, shipment, and delivery schedule specified in fulfilling all purchase ordersthis Subcontract. Any unexcused failure to deliver in accordance with such schedules shall constitute a material breach of this Subcontract. (b) Unless otherwise specified In the event of any anticipated or actual delay in any Seller satisfying the relevant purchase order Subcontract’s schedule, Seller shall (i) immediately notify Buyer in writing of the reasons for the delay and the action being taken to overcome or by minimize the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, delay and in accordance (ii) provide Buyer with the instructions specified therein, during normal business hours.a written recovery schedule (c) The If for any reason Seller shall notify the Purchaser promptly in writing of any cause whatsoeverfails to satisfy a milestone, including but not limited to any actual shipment, 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 this Subcontract, Buyer may, at its option and without limitation of any other remedies available in law and equity, (i) request that Seller expedite performance of the relevant purchase order. The Work, including purchasing premium shipment, and Seller shall cooperate be solely responsible for any excess costs incurred, (ii) approve a revised schedule, or (iii) hold Seller in default and terminate this Subcontract or the delayed portion thereof for cause. If Buyer elects to proceed with Seller’s performance of the Purchaser Work despite an unexcused delay in performance or delivery, among other remedies set forth in this Subcontract, Buyer shall be entitled to avoid disruption any and all costs it incurs as a result of Seller’s delayed performance or delivery. If Buyer elects to terminate this Subcontract or the supply delayed portion thereof due to an unexcused delay in performance or delivery, in addition to all other remedies set forth in this Subcontract and/or available at law, Buyer shall be entitled to any excess costs arising from Buyer’s re-procurement or self-performance of products to the Purchaser under the relevant purchase orderWork. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts Unless authorized in writing by serving a written Reschedule Notice to the Seller and the ▇▇▇▇▇’s Authorized Representative, 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 not deliver Work 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 Buyer prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the scheduled delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.Subcontract.‌‌

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

Delivery. (a) Delivery The Goods shall be delivered to [insert place of delivery or state “to the products in accordance with place outlined by each Purchase Order”] according to the delivery schedule in each Purchase Order. The cost of delivery is a material requirement deemed included in the Price specified in each Purchase Order and the Price Schedule (Annex B). The Services as described in Article 2.3 shall be performed at the place of each purchase orderdelivery and completed by the same delivery date, unless otherwise stated in Article 2.3 of this Agreement. Time is of the essence in fulfilling all purchase orders. the performance of this Agreement. If the Supplier fails to make available or provide any Goods or Services within the delivery schedule stated on any Purchase Order, together with associated shipment documentation (bincluding, without limitation, bills of lading, airway bills and commercial invoices) Unless otherwise as are specified in the relevant purchase order Purchase Order, this Agreement, or by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified otherwise as are customarily utilized in the relevant purchase ordertrade, IOM reserves the right to: Terminate the Purchase Order without liability by giving immediate notice, and in accordance with to charge the instructions specified therein, during normal business hours. Supplier any loss incurred as a result of the Supplier's failure to make the delivery within the time specified; or Charge liquidated damages equal to 0.1% (cone-tenth of one per cent) The Seller shall notify of the Purchaser promptly in writing Price for every day 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 breach of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewithSupplier. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser IOM shall have the right to reject any products which are tendered deduct such amount from the Supplier’s outstanding invoices, if any. Such liquidated damages shall only be applied when delay is caused solely by the Seller in advance default of the date scheduled for delivery and return Supplier. Acceptance of goods delivered late shall not be deemed a waiver of IOM’s rights to hold the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times Supplier liable for any products without giving the Purchaser prior notice in writing equivalent to the duration loss and/or damage resulting therefrom, nor shall it act as a modification of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change Supplier’s obligation to deliver further goods in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under accordance with a Purchase Order or this Agreement, in the event that the Seller is unable, . Performance Security (for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.Purchase Orders over USD 300,000)

Delivery. (a) Delivery The delivery of the products Assets shall be 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 accordance with forms substantially similar to those set out in Exhibits B and C, which shall occur no later than fifteen (15) business days after the execution of this Agreement. The representations, warranties, covenants, and agreements set forth in this Agreement shall survive 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 ▇▇▇▇ of Sale and the relevant purchase order or by the Purchaser, all deliveries Protocol of Delivery and Acceptance. Seller shall be made at the ‘ship to’ address specified in the relevant purchase orderresponsible for all cost, expense, and risk arising out of or related to the loading 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 accordance with the instructions specified thereinany manner it sees fit. The Assets shall be delivered “AS IS, during normal business hours. (c) The Seller shall notify the Purchaser promptly WHERE IS” in writing of any cause whatsoevertheir present condition, including any environmentally sensitive materials, equipment, liquids or product which require special handling or disposal (including, but not limited to to, those with asbestos, those with NORM levels greater than zero, etc.) comprising any actual part (or potential labour dispute which is delaying or threatening to delay the timely fulfillment entirety) of the Assets, with all faults accepted by Buyer. Seller has no knowledge of any purchase order. Such delay health hazard or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance environmental risk associated with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller Assets and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event Buyer acknowledges that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those 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 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 existence of NORM or other customerssuch hazards in the Assets. Buyer understands that, due inasmuch as the presence of NORM may constitute a health hazard, special safety and handling procedures may be required for the removal and disposal of NORM from the Assets if such may be found and Buyer acknowledges and agrees to a shortage take all such action as may be necessary or required to remove and dispose of components or any other reason, the Seller shall ensure that the Purchaser has priority of supplysuch NORM.

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

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

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

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

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

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

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

Delivery. (aA) Delivery Unless otherwise agreed to in writing on an applicable purchase order or an executed contract between Buyer and Supplier, the shipping terms of all shipments required by the products in accordance Buyer shall be FCA Incoterms 2010 Supplier’s Premises with passage of title and risk of loss occurring upon delivery at the destination stipulated by applicable purchase order. (B) If Goods are received more than ten (10) calendar days ahead of specified schedule, Buyer reserves the right to keep the Goods and make payment as if the delivery was made per the specified delivery schedule is a material requirement of each purchase orderor return the Goods to Seller at Seller's expense. In the latter case, ▇▇▇▇▇ shall debit Seller's account for actual freight charges incurred both from and to Buyer. The delivery dates contained in an Order are the dates that the Goods are required on dock at Buyer's facilities. (C) Time is of the essence in fulfilling all purchase orders. (b) Unless otherwise specified performing an Order. Should Seller experience or anticipate any delay in the relevant purchase order or by the Purchaserperforming an Order, 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 must immediately notify the Purchaser promptly Buyer in writing of any cause whatsoeversuch delay, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay its expected duration and the timely fulfillment reasons thereof. Neither such notification nor an acknowledgment by Buyer will constitute a waiver of any purchase orderan Order's specified delivery schedule. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the The delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all modified unless the provisions of parties do so in writing, except as otherwise provided in the relevant purchase order. (h) The Changes clause. Seller shall not, be liable for anydirect damages resulting from a delay in delivery. The use of premium Freight (air or expedited) at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the SellerBuyer’s expense and/or to accept early is not an acceptable means of complying with on-time delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery daterequirements. All Suppliers must notify their Buyer or site contact before shipping ANY Premium Freight Shipment. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

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

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

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

Delivery. (a) Delivery Unless stated to the contrary under the Special Conditions, delivery of the products all Equipment shall be in accordance with Ex Works (EXW) Incoterm 2010 rule to the place of delivery schedule as the supplier’s premises. If at any time Supplier is a material requirement of each purchase order. Time is of unable to deliver the essence in fulfilling all purchase orders. (b) Unless otherwise specified in Equipment as required, the relevant purchase order or by Supplier shall immediately notify the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase orderRenter, and in accordance 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 instructions 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 at its own costs take all actions necessary to remedy any delay which would prevent the delivery of the equipment by the date specified therein, during normal business hours. (c) on the Rental Order. 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 Supplier shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, claim any additional costs incurred in such partial deliveries shall be at unless the expense delay is due to a default of the Seller, unless such partial deliveries are requested for by Renter. In the Purchaser in writing. The Purchaser reserves event that the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice is not acceptable to the generality of Renter, the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser Renter shall have the right to reject any products which are tendered terminate this Rental Order and recover from the Renter all losses and expenses sustained by the Seller in advance Renter as a result of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delay. Time of delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration specified Equipment shall be of the new lead time for ordering essence. The Renter's acceptance or use of the products. If the Seller Equipment does not give sufficient notice of constitute the change Renter's acknowledgment that the Equipment is in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in good mechanical condition. In the event that the Seller is unableEquipment does not function as described in this Agreement, for any reason, to fulfill the Supplier shall promptly service the Equipment so that it functions as described in this Agreement in a timely manner reasonable timeframe acceptable to the purchase order Renter. If the Equipment cannot be serviced so as to function as described in this Agreement, the Supplier will replace the Equipment within 24 hours, unless other arrangements acceptable to the Renter are made. Loading and offloading of the Purchaser and those Equipment at the Supplier site shall be the responsibility of the Seller’s other customers, due to a shortage Supplier. Loading and offloading of components or any other reason, the Seller Equipment at the project site shall ensure that be the Purchaser has priority responsibility of supplythe Renter.

Delivery. (a) Delivery of the products in accordance with the delivery schedule is a material requirement of each purchase order5.1. Time is of the essence in fulfilling all purchase orders. (b) Unless otherwise specified in the relevant purchase order or by the Purchaser, all deliveries Deliveries shall be made at to the ‘ship to’ address specified Delivery Address(es) listed in the relevant purchase order, and in accordance with the instructions specified therein, Special Terms And Conditions. Avfuel or its authorized shipping agent (“Shipping Agent”) shall be provided access to Customer’s storage facilities during normal business hours. (c) The Seller shall notify , or at such other times as may be approved by Customer’s authorized representative, for the Purchaser promptly purpose of unloading the Products. Unless otherwise agreed in writing writing, the minimum delivery of any cause whatsoever, including but not limited to any actual or potential labour dispute Jet A fuel will be a full standard transport tanker load which is delaying or threatening equivalent to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller 7,500 Gross Gallons, and the Seller shall comply with such Reschedule Notice minimum delivery for all undelivered itemsAvgas fuel will be a full standard transport tanker load which is equivalent to 8,500 Gross Gallons. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser Avfuel reserves the right to return excess shipments at the Seller’s expenseimpose a surcharge for deliveries of less than a full tanker load. (g) If 5.2. Delivery shall be into tanks designated by Customer. Such designation shall be construed as a warranty that the Seller’s delivery designated tanks and containment areas have been inspected and approved by the appropriate regulatory agencies. Customer shall be responsible for all unloading operations including the placement of hoses into the proper storage tanks. Customer shall specifically designate and gauge the available capacity of the products is tanks into which the Product shall be unloaded, and shall bear all responsibility of spillage or contamination of the Product after it leaves the end of any properly operating hose provided by Avfuel or its Shipping Agent. Access to Customer’s tanks shall be furnished in such a manner that Avfuel or its Shipping Agent can safely and conveniently reach Customer’s storage facility with the hoses available, and Avfuel or its Shipping Agent may refuse to complete any delivery which Avfuel or the Shipping Agent determines, in it sole discretion, cannot be made safely. 5.3. Any claim by Customer of any discrepancy in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities quantity of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to Product delivered shall be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, effective only if a tender of conforming products is not made by written Notice delivered to Avfuel within twenty-four (24) hours after the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser Product is delivered to the SellerCustomer. GIVEN THE NATURE OF THE PRODUCTS, 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 orderTIME IS OF THE ESSENCE WITH RESPECT TO SUCH CLAIMS AND NO CLAIM SHALL BE PERMITTED OR EFFECTIVE UNLESS DELIVERED WITHIN THE SPECIFIED PERIOD. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) The delivery terms and conditions are DDP ‐ Delivered Duty Paid, with respect to Incoterms 000. In other words the supplier assum s all obligations, be it expenses or risks, comple tely up to the purchaser's specified receiving location. Delivery shall be deemed to have occurred when the goods have been received for approval, at the agreed location. Upon delivery, the goods shall be accompanied by the necessary instructions/declarations for use and maintenance, and other documentation that might be agreed and specified in the order. The documentation must be in Norwegia agreed. if nothing to the contrary is The purchaser is obligated to check without undue delay after receipt of the products a delivery that it is in accordance with the delivery schedule is a material requirement of each purchase order. Time is If th delivery or parts 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 it are found to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller ▇▇▇▇▇ from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reasonsignificant deficiencies, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves purchaser has the right to return excess shipments reject the deficient item(s) by immediately giving the supplier written notification of such. Delivery is deemed to not have occurred for the rejected part of the delivery The supplier is obligated to do what can be done in order to deliver t the proper time. If the supplier understands or has grounds to presume that delivery will be delayed, written notification must be given immediately to the purchaser concerning the presumed duration and with a justification for the delay. Nor may a delivery occur earlier than agreed unless the purchaser gives written permission for such. For delays that are not due to the purchaser or which cannot be attributed to force majeure (grounds for exemption), the purchaser may demand that his additional costs in consequence of the delay be covered, including all costs that accrue from sending test materials to another laboratory for analysis. If the purchaser cannot receive the goods ordered at the Seller’s expense. (g) If agreed time, the Seller’s delivery purchaser mist immediately inform the supplier in writing with notification of what the products is not made supplier should do. The purchaser will pay for the goods ordered as originally stipulated, and also cover the additional costs the supplier might incur in consequence of such a delay, if the supplier has proceeded in a reasonable manner. The following circumstances shall be regarded as force majeure if they arise after the agreement has been entered into and impede its fulfilment: War, insurrection or internal disturbances, decisions by public authorities, natural disasters, interruptions in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole public elect ical power supply or in part (normal transport, significant labour conflicts, fire or other circumstance of a similar nature and the Seller shall promptly collect any products which have been delivered and comprised comprehensive significance. Delivery clauses, etc. must be interpret d in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval relation to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall notNorwegian Sale of Goods Act and in general with respect to "Incoterms 2000", at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered issued by the Seller International Chamber of Commerce. If delivery does not occur as stipulated in advance of the date scheduled for delivery and return the same to the Seller this agreemen , UNN may undertake covering purchases at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery datesupplier's expense. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery of the products in accordance with the delivery schedule is a material requirement of each purchase order. Time is of the essence in fulfilling for all purchase orders. (b) Unless otherwise specified in Goods or documentation to be delivered hereunder. As used herein, the relevant purchase order or by the Purchaser, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to term "Delivery" means the supply of products 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 Purchaser under the relevant purchase order. (d) The Purchaser shall extent not terminated and Supplier will be entitled liable to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If Buyer for any reasonexcess 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, the Purchaser is unable to accept on late delivery of software and/or on late delivery of the products on or after Goods. In the delivery dateevent Supplier’s delay causes Buyer to incur liquidated damages from any customer of Buyer, the Purchaser Supplier shall give reasonable notice prior be liable to the agreed upon delivery date and the Seller will store the products, safeguard them and take Buyer for 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 therewithsuch liquidated damages. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries application of liquidated damages shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, remedies of Buyer set forth herein or at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products law. Liquidated damages for which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, Supplier may become liable are agreed as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities a pre-estimate of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to losses which may be in writing signed sustained by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, Buyer in the event that Supplier fails in its relevant obligations under these Purchase Order Terms or the Seller is unablePurchase 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 liable for any reasonand all damages suffered by Buyer resulting from such delay. Delivery dates can be postponed by mutual agreement for Force Majeure though Buyer will retain the right to terminate the Purchase Order in accordance with Section 10 "Termination." Causes of “Force Majeure” are considered acts of God, to fulfill acts of civil or military authority, fires, strikes (except for those between Supplier and Supplier’s facility employees), floods, epidemics, quarantine restrictions, war, riots, acts of terrorism, unforeseen delays in a timely manner transportation, or transportation embargoes or other unforeseeable causes beyond the purchase order control of the Purchaser Supplier and those not due to Supplier's fault or negligence. Supplier must notify Buyer immediately in writing of the Seller’s other customers, due to a shortage beginning of components or any other reason, the Seller shall ensure that the Purchaser has priority of supplysuch conditions.

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

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

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

Delivery. (a) Delivery of the products in accordance with the delivery schedule is a material requirement of each purchase order. Time is of the essence in fulfilling for Delivery and all purchase orders. (b) Unless otherwise specified in other obligations arising herein. “Delivery Date” and/or “Dock Date” shall mean the relevant purchase order or by date Supplier is required to deliver the Purchaser, all deliveries shall be made at Product to the ‘ship to’ address specified in locations designated on Buyer’s Purchase Order. If Supplier does not meet the relevant purchase orderscheduled Delivery Dates, and in accordance Supplier fails to demonstrate to Buyer that it has taken best commercial efforts to comply with meeting the instructions specified thereinDelivery Dates, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing then Buyer may, at its option cancel this Purchase Order, or any part of this Purchase Order without incurring any liability. If Buyer requests expedited shipment of any cause whatsoeverlate deliveries, including but Supplier will be responsible for shipping cost. Supplier will not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance ship ahead of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts scheduled Delivery Date unless authorized by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser Buyer in writing. The Purchaser reserves the right Buyer may re- turn, at its option, all unauthorized early shipments to return excess shipments Supplier at the SellerSupplier’s expense. (g) If . Payments for early shipments unauthorized by Buyer will be postponed until the Seller’s delivery applicable due date after the scheduled Delivery Date. Supplier, when it has reason to believe that deliveries will not be made as scheduled, will provide immediate written notice to Buyer setting forth the cause of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Sellersuch anticipated delay. Supplier shall be, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights remedy available to Buyer, liable for Buyer’s documented additional expenses due to its failure to deliver in the event that it fails to provide such notice. Notwithstanding the above, neither Buyer or Supplier will be liable for delays or defaults due to fires, floods, earthquakes, riots, storms or acts of civil or military authority and remedieswithout their fault or negligence. In the event that any such condition exists as to Supplier, Buyer may at its sole and absolute discretionoption, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order affected Purchase Order in whole or in part part. All internationally shipped products will be shipped under "FCA Suppliers Facility (Incoterms 2010)". Products shipped under domestic transport may be FCA or other Incoterm agreed between Supplier and Jabil. For FCA terms, Supplier must utilize the Seller carriers or forwarder provided in Jabil’s shipping guidelines for the transit from Supplier’s facility to the Jabil’s receiving dock. Supplier must utilize Jabil’s specified transportation agent for all shipments. If Supplier uses any other transportation agent, Supplier will reimburse Jabil for any additional costs incurred for transportation. If no transportation agent is specified, Supplier will use a transportation agent acceptable to Jabil. Title shall promptly collect any products which be transferred to Jabil upon the physical delivery of the Products to the final destination designated on Jabil's 00-LL10-PURTC-001-H Jabil Confidential Information Rev. 6/2017 Purchase Order . Jabil assumes risk of loss for Products when Products have been delivered received by Jabil’s carrier or forwarder. In the event a tooling Delivery is delayed and comprised in it is estimated that such purchase order (or part thereof) so cancelled) and/or accept the quantities delay will exceed more than 25% of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred includingagreed completion Date/Delivery time, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall notBuyer may, at its option cancel this Purchase Order without incurring any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirementsliability. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

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

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

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

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

Delivery. (a) Delivery of and risk in the products Supplies shall be in accordance with DDP Incoterms® 1910 to TRACKWISE’s Operating Address unless otherwise instructed on the delivery schedule is a material requirement of each purchase order. Time is face of the essence in fulfilling all purchase ordersOrder. 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) Unless otherwise specified in the relevant purchase order or by the PurchaserIf, all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase orderfor whatever reason, and delivery is not effected in accordance with the instructions specified thereinOrder, during normal business hoursthen TRACKWISE may, without prejudice to any other 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 this Sub-Clause be restricted by the operation of Clauses 20 and 21 except insofar as TRACKWISE exercises its right to recover wasted administrative effort under said Clauses. (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 Legal and beneficial title in the relevant purchase order. The Seller Supplies shall cooperate with pass to TRACKWISE on the Purchaser to avoid disruption to earlier of delivery or payment for the supply of products to the Purchaser under the relevant purchase orderSupplies. (d) The Purchaser In the event that TRACKWISE is unable to accept deliveries, for whatever reason, TRACKWISE shall be entitled have the right to reschedule suspend, wholly or in part, deliveries for all standard commodity parts by serving a written Reschedule Notice to under 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 reschedulingOrder. (e) If for any reasonIn respect of delivery, the Purchaser is unable to accept delivery time shall be 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 Purchaseressence in every event. (f) It is Supplies shall be supplied under and displaying TRACKWISE’s Order number and, where applicable, item number. Attempts to deliver Supplies without such Order number shall entitle TRACKWISE to reject such Supplies and, at TRACKWISE’s sole option, cancel the Seller’s responsibility to furnish the quantity specified Order in the relevant purchase order whole or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expensepart. (g) If Neither delivery, including the Seller’s signing of a delivery note which purports acceptance, nor the passing of title shall constitute acceptance of the products Supplies by TRACKWISE nor is not made in it intended to alter the quantities risks and at responsibilities of TRACKWISE or the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued Supplier as determined by the Purchaser to the Seller, Incoterms® 1910 rule used as envisaged by Sub-Clause 8(a) above or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made elsewhere within the original lead timeAgreement. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. Delivery of the Goods to Buyer shall be made: (a) Delivery within 30 working days after 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 products 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 deliver any Goods to Buyer with a sales value in accordance with the delivery schedule is excess of $435,000 in any calendar month except when Buyer provides to Seller a material requirement of each purchase orderninety (90) day production planning notice. 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 respect 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 schedules set forth herein and Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser acknowledges that Buyer 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 incur significant incidental or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, consequential damages in the event that the Seller Buyer is unable, for any reason, unable to fulfill in its obligations to customers on a timely manner basis as the purchase order result of Seller's failure to meet the Purchaser delivery schedule. However, Seller will not be responsible for the failure to perform its obligations for deliveries if such failure arises out of causes beyond its control and those is not the result of its fault or negligence. Such causes may include but are not limited to acts of God, fire, strikes and 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 Seller’s other customers, due type and quantity of Goods required and the location to a shortage of components or any other reasonwhich such Goods are to be delivered. Seller shall deliver such Goods in accordance with Buyer's instructions, the cost of such delivery to be borne by Buyer. The risk of loss for the Goods shall not pass to Buyer until such time as Seller has delivered the Goods to the carrier in the manner set forth above. Buyer shall ensure that be responsible for obtaining such insurance, if any, as it deems appropriate to cover the Purchaser has priority risk of supplydamage or loss in transit.

Delivery. (a) Delivery 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 products in accordance with Supplier, the delivery schedule period shall be considered as adhered when the readiness for dispatch notice is a material requirement 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 each purchase order. Time is unforeseeable obstacles which are beyond the control of the essence in fulfilling all purchase orders. (b) Unless otherwise specified 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 relevant purchase order or by amount of 0.5% up to a maximum of 5% of the Purchaser, all deliveries 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 made at excluded in all cases of delivery delays, even if a grace period set for the ‘ship to’ address specified 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 relevant purchase order, and in accordance with burden of proof to the instructions specified therein, during normal business hours. (c) The Seller shall notify detriment of 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 be linked to this. Otherwise the Seller from proceeding with performance right of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption withdraw after an unsuccessful expiration of a grace period set for the Supplier shall remain unaffected. The Purchaser is obliged to state whether or not he wishes a withdrawal from the supply contract and/or compensation in place of products performance due to a delay in delivery within an appropriate period when requested by the Supplier. If the Purchaser under causes a delay in the relevant purchase order. (d) The Purchaser shipment or delivery of the delivery objects, the Supplier shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice charge the resulting additional costs to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery Seller shall have no liability for late delivery of the products in accordance any Equipment. Purchaser is responsible for all fees associated with the failure of Equipment 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 Purchaserdue to, 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, site conditions. Purchaser is responsible for all trucking charges and delivery related issues in relation 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 delivery of the relevant purchase order in accordance with units from the container yard. Seller shall have no liability for property damage caused by delivery or placement of Equipment. Driver working on behalf of Seller will not be responsible for any maintenance, altercation or modification related to the delivery schedule specified in or placement of the relevant purchase orderEquipment. The Seller shall cooperate with Equipment placement upon delivery may vary based on site conditions. Payment must be settled as per the terms agreed from the date of the invoice. If Purchaser fails to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice remit payment to the Seller and the when due, Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at cancel the order without prior notice. This invoice is an offer until paid. No Equipment is owned by anyone other than Carolina Containers until paid in full, regardless of who is in possession of the Equipment. Any Equipment that is in Purchasers possession that is not paid for shall be returned immediately upon the request of the Seller’s expense. (g) If the Seller’s . Payment is due prior to or at delivery of the products is not made Equipment unless otherwise indicated on the invoice. If Purchaser fails to make payment in the quantities and full when due, Seller may, without prejudice to any other remedy it may have, charge Purchaser a service charge at the times rate of eighteen percent (18%) per amount unpaid on invoice or otherwise specified in the relevant purchase order or authorised in shipment releases issued highest legal rate. Purchaser is aware that Equipment that is “New / One Trip” are sold as one time used and may have normal wear and tear related to its transport. The Equipment is purchased by the Purchaser "AS IS / WHERE IS" without covenant or warranty by Seller of any kind whatsoever including, without limitation, warranties of merchantability, fitness for particular purpose, or condition of the Equipment compliance with applicable laws, codes, ordinances or governmental regulations relating to the Sellerenvironment, health, safety or if any products are damaged in transit (including any damage arising in connection otherwise. No oral agreement, guaranty, promise, condition, representation or warranty made to Purchaser by Seller its employees and/or agents with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond respect to the relevant purchase order Equipment shall be binding upon Seller; all prior conversations, agreements or representations related thereto and/or to comply with the quantities requiredEquipment are integrated herein, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the no modification hereof shall be binding upon Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be unless in writing and signed by an authorised authorized representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery The delivery date shall be as indicated in the order confirmation. The delivery terms, indicated in the order confirmation, are to be considered as part of the products 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 interpreted in accordance with the INCOTERMS in force at time of contract. If no trade term is specifical- ly agreed delivery schedule is a material requirement of each purchase order. Time is of the essence in fulfilling all purchase ordersshall be considered to be ExWorks. (b) Unless otherwise expressly specified in the relevant purchase INCOTERMS, goods in transit always travel at Purchaser’s risk. 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 by 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 made 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 ‘ship to’ address specified dates agreed, unless otherwise agreed between the parties. Purchaser’s requests in this regard shall be taken into consideration by Seller, provided that Purchaser has made its request at least 30 (thirty) days before the relevant purchase orderoriginal delivery date. If Purchaser does not pick up the purchased goods at the agreed date, Seller will have the right to invoice and receive payment for any equipment not picked up. The costs of storage will be born by ▇▇▇▇▇▇▇▇▇. All goods supplied shall remain property of Seller until such time as full payment will have been received from Purchaser in accordance with 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 instructions specified thereindelivered goods and notify Seller, 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 and within 8 (eight) days from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior of defects found or that may be found upon a preliminary inspection, or any other claim re- lated to the agreed upon delivery date 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 Seller 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 store the products, safeguard them and take all reasonable steps have to prevent their deterioration until delivery highlight this on the new delivery date specified by C.M.R. or on the Purchaser. (f) It is Delivery note. Expenses related to the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in shipment of any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries eventual returns shall be at the expense borne by Purchaser. Possible objections concerning part of the Sellergoods delivered, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery or a single shipment of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Sellersame, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless effect on the approval in writing signed by an authorised representative 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 has been obtainedand Seller. The In the event there is 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 law. In case of delayed payment, Purchaser will not automatically be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same charged interest calculated pursuant to the Italian decree Seller at the Seller’s expense and/or warrants to accept early delivery of products Purchaser all equipment to be free from defects in material and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until workmanship for aperiod not exceeding 1 year from 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 installation of the new lead time equipment, but for ordering a maximum of 18 months from the productsshipping date. If the Seller does not give sufficient notice of the change in lead time This obligation is limited to the Purchaserrepairing and replacing, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the at Seller’s obligations under this Agreementfactory, in any part found faulty during said period, with the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.following limitations:

Delivery. (a) Delivery of Goods shall be shipped F.O.B. HBI’s designated delivery location as set forth on the products P.O. Requested delivery time or times are set forth in accordance with the delivery schedule is a material requirement of each purchase orderP.O. and, when accepted by Seller, are firm. Unless otherwise agreed by HBI in writing, the entire P.O. must be delivered by the date specified. Time is of the essence in fulfilling all purchase orders. (b) Unless otherwise specified in essence. Goods not timely delivered are non-conforming. Seller agrees to pay whatever additional cost, expense, loss or damage HBI or its customers sustain as a result of any delay or any other deviation from the relevant purchase order or by the PurchaserP.O., all deliveries shall be made at the ‘ship to’ address specified in the relevant purchase orderincluding lost sales, lost profits, 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 whatsoeverincidental or consequential damages, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser cover (under the relevant purchase order. (dUCC) The Purchaser shall be entitled unless the delay is due to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to unforeseeable causes beyond the Seller control and without the Seller shall comply with such Reschedule Notice for all undelivered itemsfault or negligence of Seller. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or ship in advance of the time necessary to meet the PurchaserHBI’s delivery schedule, except as consented to by HBI. It 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 applicable P.O. without liability. Seller shall not unreasonably anticipate delivery by purchasing materials or manufacturing quantities in excess of what is the 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 responsibility expense or accepted, with payment withheld until the 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 comply with reject and return the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchasersame at Seller’s requirements. (i) The Purchaser expense. HBI shall have the right to reject cancel any products which are tendered by future delivery on the P.O. for any reason upon thirty (30) days’ notice to Seller. Seller in advance shall bear all risk of loss, damage, theft and other risks until HBI’s acceptance of the date scheduled for delivery Goods, except that if HBI rightfully rejects the Goods, receives a nonconforming tender, or revokes its acceptance, the risk of loss and return title shall be deemed to have remained with Seller. The parties agree that any contrary provisions of sections 2-509, 2-510 or other provisions of the same Uniform Commercial Code or other applicable law shall not apply to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.P.O.

Delivery. (a) Delivery Seller is responsible for the Products until they are received at the 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 make payment as if the 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 dock at the specified destination. In no event shall Buyer’s acceptance of any early delivery accelerate any payment obligations of the products in accordance with the delivery schedule is a material requirement of each purchase order. Buyer. (b) Time is of the essence in fulfilling all purchase orders. (b) Unless otherwise specified performing this Order. If Seller experiences or anticipates any delay in the relevant purchase order or by the Purchaserperforming this Order, 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 immediately notify the Purchaser promptly 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 regained. Neither such notification nor an acknowledgment by Buyer shall constitute a waiver of this Order’s specified delivery schedule or of any cause whatsoeverrights 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, including and Seller shall, at its 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 any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reasonto, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be expedited shipment at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (gc) If the Seller’s delivery of the products is not made in the quantities In addition and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition prejudice to any of Buyer’s other rights and remediesor remedies provided herein, at its sole and absolute discretion, to: Buyer may assess the following liquidated damages against Seller: (i) require the Seller $200.00 (USD) for each nonconforming Product delivered to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (Buyer under this Order; and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the $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 debit memo issued to bear any freight charges Seller’s account. These liquidated damage amounts are only intended to compensate Buyer for certain reasonable, but difficult to calculate costs, expenses, and loss incurred including, lost profits other damages directly resulting from Seller’s failure to perform hereunder and special damages. Without shall be without prejudice to the generality any 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 Buyer’s rights to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or recover any other reasoncosts, the Seller shall ensure that the Purchaser has priority of supplyexpenses, or damages for which Buyer is otherwise entitled.

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

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

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

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

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

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

Delivery. (a) Delivery of the products in accordance with the delivery schedule is a material requirement of each purchase order. Time is of the essence in fulfilling for Delivery and all purchase orders. (b) Unless otherwise specified in other obligations arising herein. “Delivery Date” and/or “Dock Date” shall mean the relevant purchase order or by date Supplier is required to deliver the Purchaser, all deliveries shall be made at Product to the ‘ship to’ address specified in locations designated on Buyer’s Purchase Order. If Supplier does not meet the relevant purchase orderscheduled Delivery Dates, and in accordance Supplier fails to demonstrate to Buyer that it has taken best commercial efforts to comply with meeting the instructions specified thereinDelivery Dates, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing then Buyer may, at its option cancel this Purchase Order, or any part of this Purchase Order without incurring any liability. If Buyer requests expedited shipment of any cause whatsoeverlate deliveries, including but Supplier will be responsible for shipping cost. Supplier will not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance ship ahead of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser shall be entitled to reschedule deliveries for all standard commodity parts scheduled Delivery Date unless authorized by serving a written Reschedule Notice to the Seller and the Seller shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request the rescheduling of deliveries for special and customised parts and the Seller shall use its best efforts to accommodate and comply with such rescheduling. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser Buyer in writing. The Purchaser reserves the right Buyer may re- turn, at its option, all unauthorized early shipments to return excess shipments Supplier at the SellerSupplier’s expense. (g) If . Payments for early shipments unauthorized by Buyer will be postponed until the Seller’s delivery applicable due date after the scheduled Delivery Date. Supplier, when it has reason to believe that deliveries will not be made as scheduled, will provide immediate written notice to Buyer setting forth the cause of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Sellersuch anticipated delay. Supplier shall be, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights remedy available to Buyer, liable for Buyer’s documented additional expenses due to its failure to deliver in the event that it fails to provide such notice. Notwithstanding the above, neither Buyer or Supplier will be liable for delays or defaults due to fires, floods, earthquakes, riots, storms or acts of civil or military authority and remedieswithout their fault or negligence. In the event that any such condition exists as to Supplier, Buyer may at its sole and absolute discretionoption, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order affected Purchase Order in whole or in part part. All internationally shipped products will be shipped under "FCA Suppliers Facility (Incoterms 2010)". Products shipped under domestic transport may be FCA or other Incoterm agreed between Supplier and Jabil. For FCA terms, Supplier must utilize the Seller carriers or forwarder provided in Jabil’s shipping guidelines for the transit from Supplier’s facility to the Jabil’s receiving dock. Supplier must utilize Jabil’s specified transportation agent for all shipments. If Supplier uses any other transportation agent, Supplier will reimburse Jabil for any additional costs incurred for transportation. If no transportation agent is specified, Supplier will use a transportation agent acceptable to Jabil. Title shall promptly collect any products which be transferred to Jabil upon the physical delivery of the Products to the final destination designated on Jabil's Purchase Order . Jabil assumes risk of loss for Products when Products have been delivered received by Jabil’s carrier or forwarder. In the event a tooling Delivery is delayed, and comprised in it is estimated that such purchase order (or part thereof) so cancelled) and/or accept the quantities delay will exceed more than 25% of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred includingagreed completion Date/Delivery time, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall notBuyer may, at its option cancel this Purchase Order without incurring any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirementsliability. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

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

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

Delivery. (a) Delivery of 2.1. Where the products in accordance with Seller delivers 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 goods to the Purchaser, all deliveries the sale shall be made at the ‘ship to’ address specified deemed to have been concluded and risk in the relevant purchase ordergoods 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 accordance with the instructions specified therein, during normal business hours4 below. (c) 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 an approximate date only. Whilst the Seller shall notify use its reasonable endeavours to effect delivery on the stipulated date, the Seller reserves the right to defer the date of delivery or to cancel the contract or reduce the volume of goods ordered by the Purchaser promptly (without liability to the Purchaser) if the Seller is prevented from or delayed in writing performing under this agreement due to circumstances outside the reasonable control of any cause whatsoever, the Seller including but not limited to any actual acts of God, government actions, war or potential national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, drought, lockouts, strikes or other labour dispute which is delaying disputes or threatening to delays affecting carriers or inability or delay in obtaining supplies of products. In the timely fulfillment event of any purchase order. Such such a delay or threat of delay failure to effect delivery the Seller shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products be liable to the Purchaser under the relevant purchase orderfor any loss, damage or expense arising from such delay or failure. (d) The 2.4. If the Purchaser fails to take delivery of the goods when tendered by the Seller, the risk in the goods shall be entitled immediately pass to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice the Purchaser who shall refund to the Seller on demand the reasonable costs (including storage, transport and insurance) of moving the goods and 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 shall comply with such Reschedule Notice for all undelivered items. The Purchaser may request within 10 days from the rescheduling date 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 therewithdelivery. The Seller shall not make partial be liable for any short deliveries under a purchase order unless authorised by where it is shown that the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense cause of the Seller, unless such partial deliveries are requested for by short delivery arises from the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expenseactions of any delivery agent. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

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

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

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

Delivery. (a) Delivery of the products All Products shall be delivered in accordance with an applicable Purchase Order. 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 expenses relating to such transportation and delivery schedule is a material requirement shall be at Raymarine’s expense. If circumstances arise that prevent RK from timely delivery of each purchase order. Time is Products, RK shall immediately notify Raymarine of the essence nature of the problem, the methods taken to overcome the problem and the estimated time of delay. It is critical to Raymarine that delivery timeframes are adhered to. If RK fails (or notifies Raymarine that it anticipates failing) to arrange for delivery of the Products in fulfilling all purchase ordersthe 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 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 Products to RK. (b) Unless otherwise specified If at any time Raymarine requests delay 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 delivery of any cause whatsoevershipment against a Purchase Order and, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption RK agrees to the supply request, RK may store the Products upon completion of products manufacture and charge to the Purchaser under the relevant purchase order. (d) The Purchaser Raymarine an agreed per pallet cost. However, if such delay is less than one month no charges shall be entitled to reschedule deliveries apply. If, as a result of RK’s own circumstances, expedited delivery is required, RK is responsible for all standard commodity parts by serving a written Reschedule Notice to the Seller and the Seller shall comply costs associated 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 reschedulingexpedited services. (e) If for any reason, the Purchaser is unable to accept delivery of the products on or after the delivery date, the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser reserves the right to return excess shipments at the Seller’s expense. (g) If the Seller’s delivery of the products is not made in the quantities and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, or if any products are damaged in transit (including any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and in addition to any other rights and remedies, at its sole and absolute discretion, to: (i) require the Seller to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, (or replace free of charge such products so damaged, as the case may be), and/or cancel the purchase order in whole or in part (and the Seller shall promptly collect any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.

Delivery. (a) Delivery 6.1 Unless otherwise agreed in writing, delivery of the products in accordance with Goods shall take place at the address specified by the Buyer on the date specified by ▇▇▇▇▇. The Buyer shall make all arrangements necessary to take delivery schedule of the Goods whenever they are tendered for delivery. 6.2 The date of delivery specified by the Renter is a material requirement of each purchase orderan estimate only. Time is for delivery shall not be of the essence in fulfilling all purchase ordersof the contract and while every reasonable effort will be made to comply with such dates compliance is not guaranteed and the Buyer shall have no right to damages or to cancel the order for failure for any cause to meet any delivery date stated. (b) Unless otherwise specified in 6.3 If the relevant purchase order or by Renter is unable to deliver the PurchaserGoods for reasons beyond its control, all deliveries shall be made at then the ‘ship to’ address specified in the relevant purchase order, and in accordance with the instructions specified therein, during normal business hours. (c) The Seller shall notify the Purchaser promptly in writing of any cause whatsoever, including but not limited to any actual or potential labour dispute which is delaying or threatening to delay the timely fulfillment of any purchase order. Such delay or threat of delay shall not excuse the Seller from proceeding with performance of the relevant purchase order in accordance with the delivery schedule specified in the relevant purchase order. The Seller shall cooperate with the Purchaser to avoid disruption to the supply of products to the Purchaser under the relevant purchase order. (d) The Purchaser Renter shall be entitled to reschedule deliveries for all standard commodity parts by serving a written Reschedule Notice to place the Seller Goods in storage until such time as delivery may be effected and the Seller Buyer shall comply be liable for any expense associated 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 reschedulingstorage. (e) 6.4 If for any reason, the Purchaser is unable Buyer fails to accept delivery of Goods on the products on delivery date or within 3 days of notification that they are ready for despatch whether prior to or after the delivery date, date the Purchaser shall give reasonable notice prior to the agreed upon delivery date and the Seller will store the products, safeguard them and take all reasonable steps to prevent their deterioration until delivery on the new delivery date specified by the Purchaser. (f) It is the Seller’s responsibility to furnish the quantity specified in the relevant purchase order or in any purchase order release issued in connection therewith. The Seller shall not make partial deliveries under a purchase order unless authorised by the Purchaser in writing in advance. In any event, any additional costs incurred in such partial deliveries shall be at the expense of the Seller, unless such partial deliveries are requested for by the Purchaser in writing. The Purchaser Renter reserves the right to return excess shipments at invoice the Seller’s expenseGoods to the Buyer and charge him therefore. In addition the Buyer shall then pay reasonable storage charges or demurrage as appropriate in the circumstances until the Goods are either despatched to the Buyer or disposed of elsewhere. (g) If 6.5 The Renter shall be entitled to deliver the Seller’s Goods by instalments and where the Goods are so delivered, each delivery shall constitute a separate contract and failure by the Renter to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat any other related contract as repudiated. 6.6 Where the Buyer requires delivery of the products Goods by instalments, rescheduling requires the Renter’s written agreement and will not be possible unless at least 3 weeks’ written notice is not made in the quantities provided and at the times or otherwise specified in the relevant purchase order or authorised in shipment releases issued so agreed. Each delivery shall constitute a separate contract and failure by the Purchaser Buyer to pay the Seller, or if Price in respect of any products are damaged in transit (including instalment shall entitle the Renter to treat any damage arising in connection with the loading and unloading of products) or otherwise received in a damaged state, the Purchaser reserves the right without liability and other related contract as repudiated in addition to any other rights and remedies, at its sole and absolute discretion, to:of the Renter pursuant to these Conditions. (i) require 6.7 Notwithstanding that the Seller Renter may have delayed or failed to deliver sufficient products which correspond to the relevant purchase order to comply with the quantities required, Goods (or replace free any of charge such products so damaged, as them) promptly the case may be), and/or cancel Buyer shall be bound to accept delivery and to pay for the purchase order Goods in whole or in part (and the Seller full provided that delivery shall promptly collect be tendered at any products which have been delivered and comprised in such purchase order (or part thereof) so cancelled) and/or accept the quantities time within 3 months of the products tendered and/or procure substitute products and/or approve a revised delivery date (such approval to be in writing signed by an authorised representative of the Purchaser); and (ii) require the Seller to bear any freight charges and loss incurred including, lost profits and special damages. Without prejudice to the generality of the foregoing, if a tender of conforming products is not made by the delivery date specified in the relevant purchase order or authorised in shipment releases issued by the Purchaser to the Seller, this shall constitute a breach by the Seller and the Seller shall have no right to make a later tender of conforming products unless the approval in writing signed by an authorised representative of the Purchaser has been obtained. The Purchaser will not be obliged to accept any tender of products which does not fully comply with all the provisions of the relevant purchase order. (h) The Seller shall not, at any time, make any material commitment(s) or production arrangement(s) in excess of the amount or in advance of the time necessary to meet the Purchaser’s delivery schedule. It is the Seller’s responsibility to comply with the delivery schedule as set out in the relevant purchase order but not to anticipate the Purchaser’s requirements. (i) The Purchaser shall have the right to reject any products which are tendered by the Seller in advance of the date scheduled for delivery and return the same to the Seller at the Seller’s expense and/or to accept early delivery of products and place such products in storage at the Seller’s expense until the scheduled delivery date. (j) The Purchaser reserves the right to withhold payment on products shipped in advance until the date of payment agreed to between the Seller and the Purchaser pursuant to Clause 2(b) hereof. (k) The Seller may not change the lead times for any products without giving the Purchaser prior notice in writing equivalent to the duration of the new lead time for ordering of the products. If the Seller does not give sufficient notice of the change in lead time to the Purchaser, the Seller is still bound to accept purchase orders for the products where such purchase orders are made within the original lead time. (l) Notwithstanding the Seller’s obligations under this Agreement, in the event that the Seller is unable, for any reason, to fulfill in a timely manner the purchase order of the Purchaser and those of the Seller’s other customers, due to a shortage of components or any other reason, the Seller shall ensure that the Purchaser has priority of supply.