Common use of Shipments Clause in Contracts

Shipments. All sales are Ex-Works Factory (as such term is defined by the International Chamber of Commerce as of the date hereof). Shipping contracts made by Seller shall be to Buyer’s account. All claims for loss or damage after risk of loss has passed to Buyer shall be filed by Buyer with the carrier. Buyer shall be liable to Seller for the full price of the goods, irrespective of loss or damage in transit. Seller shall not be required to provide freight cost receipts to Buyer at the time of invoice. Buyer shall bear all risk and expense for delivery of goods, including without limitation, shipping, loading, unloading, storage, freight, and insurance. Goods may be shipped to Buyer in whole or in part. Title to goods shall pass to Buyer when delivered to the carrier or the Buyer, whichever occurs first, even if the goods are shipped freight prepaid. Among other things, a signed delivery receipt or xxxx of lading will constitute proof of delivery. The choice of carrier is made solely at the discretion of Seller, and Seller makes no representation as to the acceptability of a particular carrier. Except when Seller expressly agrees in writing, Seller does not guarantee shipment or delivery by a certain date or time, although Seller will strive to deliver goods by the date that it may communicate to Buyer. Seller shall not be liable to Buyer, or any other person, for any loss or damage of any kind which results from delay in shipment, delivery, or failure to give notice of delay, whether or not such delay was caused by Seller or otherwise. Seller reserves the right to backorder any goods and to ship from backorder in such order as Seller determines. LIMITED WARRANTY: Seller warrants, to its original Buyer, that goods manufactured by Seller are free from defects in material and workmanship for 12 months from date of shipment (except for specified products with warranties that supercede this limited warranty. Please consult factory for these products). The Buyer hereby acknowledges and agrees, though free from defects in material and workmanship at the time of shipment, that the useful life of goods manufactured by Seller will vary depending upon the Buyer’s frequency of use, application, and other factors, with regard to such goods. In that respect, notwithstanding any other provision to the contrary in the Agreement, these Terms and Conditions, or the Order Acknowledgement, the Seller specifically does not warrant the useful life of any product. If a failure to conform to specifications or a defect in materials or workmanship is discovered within this period, Seller must promptly be notified in writing within thirty (30) days, which notification, in any event must be received no later than 12 months from the date of shipment. Within a reasonable time after such notification, Seller will correct any failure to conform to specifications or any defect in materials or workmanship, or in lieu of such repair, and at its sole option, shall replace the equipment. THE ABOVE ARE THE BUYER’S EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY. Seller does not warrant: (a) defects caused by failure to provide suitable installation environment for the product, (b) damage caused by use of the product for purposes other than those for which it was purchased, (c) damage caused by disasters such as fire, flood, wind, and lightning, (d) damage caused by unauthorized attachments, or modification, (e) any other abuse or misuse by the Buyer, including improper installation; or (f) goods which have been damaged or altered by Buyer or its customers. Each good sold by Seller to Buyer shall be deemed to be without defect and in conformity with its specifications and the terms of this Agreement and the associated Order Acknowledgement even though reasonable variances may exist. As a result, Seller cannot and does not guarantee that goods sold hereunder, whether in whole or in part, will exactly match in specification or otherwise, and Buyer acknowledges that reasonable variance is permissible. Additionally, Seller shall have no liability if a good does not conform to any applicable state, county or local ordinance, as the conformity of a good to each state, county and local ordinance is the sole responsibility of the Buyer. Seller reserves the right to change its goods and the components of its goods without prior notice to Buyer, although in circumstances where an order from Buyer has been accepted by Seller, Seller will use commercially reasonable efforts to ensure that such change will not affect performance of the good in a materially adverse manner. EXCEPT AS SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER MAKES NO OTHER WARRANTIES FOR A PRODUCT OR UNDER THIS AGREEMENT OR ANY ORDER ACKNOWLEDGEMENT AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR USE, AND INCLUDING THE WARRANTY OF MERCHANTABILITY. IN NO CASE SHALL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES BASED UPON ANY LEGAL THEORY, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF SAVINGS OR REVENUE, LOSS OF USE OF THE PRODUCT OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, DOWNTIME, THE CLAIMS OF THIRD PARTIES INCLUDING CUSTOMERS, INJURY TO PROPERTY AND, UNLESS PRECLUDED UNDER APPLICABLE STATE LAW, BODILY AND PERSONAL INJURY.

Shipments. All sales are Ex-Works Factory (as such term is defined by the International Chamber shipments of Commerce as of the date hereof). Shipping contracts made by Seller Products shall be made FOB the Sea Ray factory designated by Sea Ray, and title shall pass to Buyer’s account. All claims for loss or damage after risk of loss has passed to Buyer shall be filed by Buyer with the carrier. Buyer shall be liable to Seller for the full price of the goods, irrespective of loss or damage in transit. Seller shall not be required to provide freight cost receipts to Buyer Dealer at the time of invoice. Buyer shall bear all risk and expense for delivery of goods, including without limitation, shipping, loading, unloading, storage, freight, and insurance. Goods may be shipped to Buyer in whole the Products or in part. Title to goods shall pass to Buyer when delivered parts are tendered to the designated carrier or the Buyer, whichever occurs first, even if the goods are shipped freight prepaid. Among other things, a signed delivery receipt Dealer or xxxx of lading will constitute proof of delivery. The choice of carrier is made solely Dealer’s representative at the discretion of SellerSea Ray factory. Dealer shall pay all applicable shipping, transportation, delivery, and Seller makes no representation as handling charges for Products ordered. If Dealer fails to accept delivery of any Products ordered, other than material non-conforming Products that must be returned to Sea Ray for repair, Dealer shall reimburse Sea Ray for any costs incurred, including returning such Products to Sea Ray. If Sea Ray ships Products not ordered by Dealer, Dealer shall have the acceptability right to refuse delivery, in which event Sea Ray shall pay all costs incurred in returning same to Sea Ray. Shipments shall be subject to Sea Ray’s production schedule and availability of a particular carriermaterials or transportation equipment. Except when Seller expressly agrees in writingNo liability shall be sustained by Sea Ray by reason of its not filling any order due to circumstances beyond its reasonable control such as, Seller does but not guarantee shipment limited to, labor disputes, natural disasters, accidents to machinery, acts of God, acts of or delivery by a certain date threatened acts of war or timeterrorism, although Seller will strive to deliver material shortages, regulations, demands for goods by the date that it may communicate to Buyer. Seller shall not be liable to Buyer, exceeding Sea Ray’s available supply or any other person, for any loss or damage cause beyond Sea Ray’s control. In the event of any kind which results from delay in shipment, delivery, or failure to give notice of delay, whether fill orders or not such delay was caused by Seller other default or otherwise. Seller reserves the right to backorder any goods and to ship from backorder in such order as Seller determines. LIMITED WARRANTY: Seller warrants, to its original Buyer, that goods manufactured by Seller are free from defects in material and workmanship for 12 months from date of shipment (except for specified products with warranties that supercede this limited warranty. Please consult factory for these products). The Buyer hereby acknowledges and agrees, though free from defects in material and workmanship at the time of shipment, that the useful life of goods manufactured by Seller will vary depending upon the Buyer’s frequency of use, application, and other factors, with regard to such goods. In that respect, notwithstanding any other provision to the contrary in the Agreement, these Terms and Conditions, or the Order Acknowledgement, the Seller specifically does not warrant the useful life of any product. If a failure to conform to specifications or a defect in materials or workmanship is discovered within this period, Seller must promptly be notified in writing within thirty (30) days, which notification, in any event must be received no later than 12 months from the date of shipment. Within a reasonable time after such notification, Seller will correct any failure to conform to specifications or any defect in materials or workmanship, or in lieu of such repair, and at its sole option, shall replace the equipment. THE ABOVE ARE THE BUYER’S EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY. Seller does not warrant: (a) defects caused by failure to provide suitable installation environment for the product, (b) damage caused by use any of the product for purposes other than those for which it was purchasedforegoing, (c) damage caused by disasters such as fireSea Ray may, floodat its option and without liability, wind, and lightning, (d) damage caused by unauthorized attachments, cancel all or modification, (e) any other abuse or misuse portion of the applicable orders to the extent affected by the Buyer, including improper installation; or (f) goods event of force majeure and/or extend any date upon which have been damaged or altered by Buyer or its customersperformance is due hereinunder. Each good sold by Seller to Buyer shall be deemed to be without defect and in conformity with its specifications and the terms of this Agreement and the associated Order Acknowledgement even though reasonable variances may exist. As a result, Seller cannot and does not guarantee that goods sold hereunder, whether in whole or in part, will exactly match in specification or otherwise, and Buyer acknowledges that reasonable variance is permissible. Additionally, Seller shall have no liability if a good does not conform to any applicable state, county or local ordinance, as the conformity of a good to each state, county and local ordinance is the sole responsibility of the Buyer. Seller reserves the right to change its goods and the components of its goods without prior notice to Buyer, although in circumstances where an order from Buyer has been accepted by Seller, Seller will use commercially reasonable efforts to ensure that such change will not affect performance of the good in a materially adverse manner. EXCEPT AS SET FORTH ABOVE AND NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER MAKES NO OTHER WARRANTIES FOR A PRODUCT OR UNDER THIS AGREEMENT OR ANY ORDER ACKNOWLEDGEMENT AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR USECONFIDENTIAL TREATMENT REQUEST, AND INCLUDING HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE WARRANTY SECURITIES AND EXCHANGE COMMISSION AS PART OF MERCHANTABILITY. IN NO CASE SHALL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES BASED UPON ANY LEGAL THEORY, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF SAVINGS OR REVENUE, LOSS OF USE OF THE PRODUCT OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, DOWNTIME, THE CLAIMS OF THIRD PARTIES INCLUDING CUSTOMERS, INJURY TO PROPERTY AND, UNLESS PRECLUDED UNDER APPLICABLE STATE LAW, BODILY AND PERSONAL INJURYTHIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST.

Shipments. All sales are Ex-Works Factory (as such term is defined by the International Chamber of Commerce as of the date hereof). Shipping contracts made by Seller shall be to Buyer’s account. All claims for loss or damage after risk of loss has passed to Buyer shall be filed by Buyer with the carrier. Buyer shall be liable to Seller for the full price of the goods, irrespective of loss or damage in transit. Seller shall not be required to provide freight cost receipts to Buyer at the time of invoice. Buyer shall bear all risk and expense for delivery of goods, including without limitation, shipping, loading, unloading, storage, freight, and insurance. Goods may be shipped to Buyer in whole or in part. Title to goods shall pass to Buyer when delivered to the carrier or the Buyer, whichever occurs first, even if the goods are shipped freight prepaid. Among other things, a signed delivery receipt or xxxx of lading will constitute proof of delivery. The choice of carrier is made solely at the discretion of Seller, and Seller makes no representation as to the acceptability of a particular carrier. Except when Seller expressly agrees in writing, Seller does not guarantee shipment or delivery by a certain date or time, although Seller will strive to deliver goods by the date that it may communicate to Buyer. Seller shall not be liable to Buyer, or any other person, for any loss or damage of any kind which results from delay in shipment, delivery, or failure to give notice of delay, whether or not such delay was caused by Seller or otherwise. Seller reserves the right to backorder any goods and to ship from backorder in such order as Seller determines. LIMITED WARRANTY: Seller warrants, to its original Buyer, that goods manufactured by Seller are free from defects in material and workmanship for 12 months from date of shipment (except for specified products with warranties that supercede supersede this limited warranty. Please consult factory for these products). The Buyer hereby acknowledges and agrees, though free from defects in material and workmanship at the time of shipment, that the useful life of goods manufactured by Seller will vary depending upon the Buyer’s frequency of use, application, and other factors, with regard to such goods. In that respect, notwithstanding any other provision to the contrary in the Agreement, these Terms and Conditions, or the Order Acknowledgement, the Seller specifically does not warrant the useful life of any product. If a failure to conform to specifications or a defect in materials or workmanship is discovered within this period, Seller must promptly be notified in writing within thirty (30) days, which notification, in any event must be received no later than 12 months from the date of shipment. Within a reasonable time after such notification, Seller will correct any failure to conform to specifications or any defect in materials or workmanship, or in lieu of such repair, and at its sole option, shall replace the equipment. THE ABOVE ARE THE BUYER’S EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY. Seller does not warrant: (a) defects caused by failure to provide suitable installation environment for the product, (b) damage caused by use of the product for purposes other than those for which it was purchased, (c) damage caused by disasters such as fire, flood, wind, and lightning, (d) damage caused by unauthorized attachments, or modification, (e) any other abuse or misuse by the Buyer, including improper installation; or (f) goods which have been damaged or altered by Buyer or its customers. Each good sold by Seller to Buyer shall be deemed to be without defect and in conformity with its specifications and the terms of this Agreement and the associated Order Acknowledgement even though reasonable variances may exist. As a result, Seller cannot and does not guarantee that goods sold hereunder, whether in whole or in part, will exactly match in specification or otherwise, and Buyer acknowledges that reasonable variance is permissible. Additionally, Seller shall have no liability if a good does not conform to any applicable state, county or local ordinance, as the conformity of a good to each state, county and local ordinance is the sole responsibility of the Buyer. Seller reserves the right to change its goods and the components of its goods without prior notice to Buyer, although in circumstances where an order from Buyer has been accepted by Seller, Seller will use commercially reasonable efforts to ensure that such change will not affect performance of the good in a materially adverse manner. EXCEPT AS SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER MAKES NO OTHER WARRANTIES FOR A PRODUCT OR UNDER THIS AGREEMENT OR ANY ORDER ACKNOWLEDGEMENT AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR USE, AND INCLUDING THE WARRANTY OF MERCHANTABILITY. IN NO CASE SHALL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES BASED UPON ANY LEGAL THEORY, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF SAVINGS OR REVENUE, LOSS OF USE OF THE PRODUCT OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, DOWNTIME, THE CLAIMS OF THIRD PARTIES INCLUDING CUSTOMERS, INJURY TO PROPERTY AND, UNLESS PRECLUDED UNDER APPLICABLE STATE LAW, BODILY AND PERSONAL INJURY.,

Shipments. All sales are Ex-Works Factory (as such term is defined by Shipments of Products shall be made FCA the International Chamber of Commerce as Manufacturing Site unless otherwise mutually agreed in writing and Patheon shall make every reasonable effort to ship finished goods within [***] months of the date hereof)start of manufacture of the Products unless otherwise agreed upon in writing by both parties. Shipping contracts made by Seller shall be Failure to Buyer’s accountship within [***] months is not a cause for refusal of Product. All claims Notwithstanding the foregoing, if FDA approves the Products for [***] months of shelf life, the Products must carry at least [***] months of shelf life when shipped. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Risk of loss or of damage after risk of loss has passed to Buyer Products shall be filed by Buyer remain with Patheon until Products are loaded onto the carrier. Buyer shall be liable to Seller ’s vehicle by Patheon for shipment at the full price of the goods, irrespective shipping point at which time risk of loss or damage shall transfer to the Client. Patheon shall, in transitaccordance with the Client’s instructions and as agent for the Client, (i) arrange for shipping, including preparing and executing a packing list, so that the Product will be delivered to the delivery address on the delivery date set forth in the applicable Firm Order, with such shipping to be paid by the Client and (ii) at the Client’s risk and expense, obtain any export license or other official authorization necessary to export the Products, including all customs formalities. Seller The Client shall not be required arrange for insurance and shall select the freight carrier used by Patheon to provide ship Products and may monitor Patheon’s shipping and freight cost receipts practices as they pertain to Buyer this Agreement. Patheon shall notify Client in writing at the time of invoiceshipment as to the quantity of Product shipped, the anticipated delivery date and confirmation of the carrier. Buyer shall bear all risk If any order is delayed and expense for delivery of goods, including without limitation, shipping, loading, unloading, storage, freight, and insurance. Goods may is not likely to be shipped to Buyer in whole or in part. Title to goods shall pass to Buyer when delivered to the carrier or on time, Patheon shall immediately notify Client and Client may reasonably direct Patheon to ship such order by expedited means of transportation as designated by Client, at [***] expense. If the Buyer, whichever occurs first, even if the goods are shipped freight prepaid. Among other things, a signed delivery receipt or xxxx delay of lading will constitute proof of delivery. The choice of carrier is made solely at the discretion of Seller, and Seller makes no representation as any order results in substantial back orders to the acceptability of a particular carrier. Except when Seller expressly agrees in writing, Seller does not guarantee shipment or delivery by a certain date or time, although Seller will strive to deliver goods by Client and Patheon caused the date that it may communicate to Buyer. Seller shall not be liable to Buyer, or any other person, for any loss or damage of any kind which results from delay in shipment, delivery, or failure to give notice of delay, whether or not such delay was caused by Seller or otherwise. Seller reserves [***] shall pay the right to backorder any goods and to ship from backorder in such order as Seller determines. LIMITED WARRANTY: Seller warrants, to its original Buyer, that goods manufactured by Seller are free from defects in material and workmanship reasonable additional cost for 12 months from date of shipment (except for specified products with warranties that supercede this limited warranty. Please consult factory for these products). The Buyer hereby acknowledges and agrees, though free from defects in material and workmanship at the time of shipment, that the useful life of goods manufactured by Seller will vary depending upon the Buyer’s frequency of use, application, and other factors, with regard to such goodsexpedited transport. In that respectall cases, notwithstanding any other provision to the contrary in the Agreement, these Terms and Conditions, or the Order Acknowledgement, the Seller specifically does not warrant the useful life of any product. If a failure to conform to specifications or a defect in materials or workmanship is discovered within this period, Seller must promptly be notified in writing within thirty (30) days, which notification, in any event must be received no later than 12 months from the date of shipment. Within a reasonable time after such notification, Seller will correct any failure to conform to specifications or any defect in materials or workmanship, or in lieu of such repair, and at its sole option, shall replace the equipment. THE ABOVE ARE THE BUYER’S EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY. Seller does not warrant: (a) defects caused by failure to provide suitable installation environment for the product, (b) damage caused by use of the product for purposes other than those for which it was purchased, (c) damage caused by disasters such as fire, flood, wind, and lightning, (d) damage caused by unauthorized attachments, or modification, (e) any other abuse or misuse by the Buyer, including improper installation; or (f) goods which have been damaged or altered by Buyer or its customers. Each good sold by Seller to Buyer Products shall be deemed to be without defect transported in accordance with the Specifications and in conformity with its specifications and the terms of this Agreement and the associated Order Acknowledgement even though reasonable variances may exist. As a resultApplicable Laws, Seller canincluding, but not and does not guarantee that goods sold hereunderlimited to, whether in whole or in part, will exactly match in specification or otherwise, and Buyer acknowledges that reasonable variance is permissible. Additionally, Seller shall have no liability if a good does not conform to any applicable state, county or local ordinance, as the conformity of a good to each state, county and local ordinance is the sole responsibility of the Buyer. Seller reserves the right to change its goods and the components of its goods without prior notice to Buyer, although in circumstances where an order from Buyer has been accepted by Seller, Seller will use commercially reasonable efforts to ensure that such change will not affect performance of the good in a materially adverse manner. EXCEPT AS SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER MAKES NO OTHER WARRANTIES FOR A PRODUCT OR UNDER THIS AGREEMENT OR ANY ORDER ACKNOWLEDGEMENT AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR USE, AND INCLUDING THE WARRANTY OF MERCHANTABILITY. IN NO CASE SHALL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES BASED UPON ANY LEGAL THEORY, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF SAVINGS OR REVENUE, LOSS OF USE OF THE PRODUCT OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, DOWNTIME, THE CLAIMS OF THIRD PARTIES INCLUDING CUSTOMERS, INJURY TO PROPERTY AND, UNLESS PRECLUDED UNDER APPLICABLE STATE LAW, BODILY AND PERSONAL INJURYcGMPs.

Shipments. All sales are Ex-Works Factory (as such term is defined by a) Buyer shall order Material from Seller a reasonable time in advance of each shipment hereunder. Such orders shall identify the International Chamber Material being ordered and shall include the quantity of Commerce as of Material, the shipping instructions, and the date on which delivery is desired. (b) Buyer shall place orders for, and shipments shall be made in, approximately equal monthly quantities, or if the total quantity of any Material required to be purchased hereunder is insufficient to permit monthly shipments, then in quantities approximately evenly spaced throughout the term hereof). Shipping contracts made All purchase orders are subject to written acceptance and confirmation by Seller. Until such acceptance and confirmation, Seller shall not be obligated to Buyer’s accountdelivery any such quantity identified in the purchase orders. All claims If Xxxxx fails to so order any quantity provided for loss hereunder, Seller shall not be obligated subsequently to deliver such unordered quantity. Failure of Buyer to place orders or damage after risk to accept delivery pursuant to the terms hereof for ninety (90) consecutive days, except for reasons excusing performance under Force Majeure, shall be deemed a material breach of loss has passed this Agreement, and Seller, in addition to its other remedies, may terminate this Agreement by giving written notice to Buyer at any time thereafter prior to the time Buyer places an order in conformity with the terms hereof. (c) If Seller's railcars or other transportation equipment is furnished for shipments hereunder, it shall be filed by Buyer furnished with the carrierunderstanding that Buyer will use all reasonable effort to unload and return the same to the delivering carrier as promptly as possible. Buyer shall be liable for payment of demurrage or detention charges to Seller pursuant to any trip lease or similar agreement between the parties, or, if none, then pursuant to Seller's then existing practice. In any event, any demurrage or detention charges legally payable to any transportation carrier shall be payable by and for the full price account of Buyer. (d) Packaged shipments, if any, shall be made in Seller's standard containers. (e) The term “F.O.B. Seller's shipping point" means that after Seller tenders delivery of the goodsmaterial to a common carrier at Seller's shipping point, irrespective title to the material and risk of loss or damage in transit. Seller shall not be required to provide freight cost receipts to Buyer at the time of invoice. Buyer shall bear all risk and expense for delivery of goods, including without limitation, shipping, loading, unloading, storage, freight, and insurance. Goods may be shipped to Buyer in whole or in part. Title to goods shall pass to Buyer when Buyer. (f) As to material(s) to be delivered F.O.B. Seller's plant, title and risk of loss shall pass to the carrier or the Buyer, whichever occurs first, even if and Buyer shall become the goods sole owner and take possession of such materials when they are shipped freight prepaid. Among loaded into cars or other things, a signed delivery receipt or xxxx of lading will constitute proof of delivery. The choice of carrier is made solely conveyances at the discretion point of Sellerorigin. Unless Seller specifically agrees otherwise, Xxxxx will pay the freight or other delivery charges, inspection fees, if any, and Seller makes no representation as to all other charges levied or imposed on the acceptability of a particular carriermaterial after the loading is completed. Except when Seller expressly agrees in writing, Seller does not guarantee shipment or delivery by a certain date or time, although Seller will strive to deliver goods by the date that it may communicate to Buyer. Seller shall not be liable to Buyer, or any other person, for any loss or damage of any kind which results from delay in shipment, delivery, or failure to give notice of delay, whether or not such delay was caused by Seller or otherwise. Seller reserves the right to backorder any goods and to ship from backorder in such order as Seller determines. LIMITED WARRANTY: Seller warrants, to its original Buyer, that goods manufactured by Seller are free from defects in material and workmanship for 12 months from date of shipment (except for specified products with warranties that supercede this limited warranty. Please consult factory for these products). The Buyer hereby acknowledges and agrees, though free from defects in material and workmanship at the time of shipment, that the useful life of goods manufactured by Seller will vary depending upon the Buyer’s frequency of use, application, and other factors, with regard to such goods. In that respect, notwithstanding any other provision to the contrary in the Agreement, these Terms and Conditions, or the Order Acknowledgement, If the Seller specifically does not warrant the useful life of any product. If a failure to conform to specifications prepays such charges on Xxxxx's request or a defect in materials or workmanship is discovered within this periodfor Xxxxx, Seller must promptly be notified in writing within thirty (30) days, which notification, in any event must be received no later than 12 months from the date of shipment. Within a reasonable time after such notification, Seller Xxxxx will correct any failure to conform to specifications or any defect in materials or workmanship, or in lieu of such repair, and at its sole option, shall replace the equipment. THE ABOVE ARE THE BUYER’S EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY. Seller does not warrant: (a) defects caused by failure to provide suitable installation environment for the product, (b) damage caused by use of the product for purposes other than those for which it was purchased, (c) damage caused by disasters such as fire, flood, wind, and lightning, (d) damage caused by unauthorized attachments, or modification, (e) any other abuse or misuse by the Buyer, including improper installation; or (f) goods which have been damaged or altered by Buyer or its customers. Each good sold by Seller to Buyer shall be deemed to be without defect and in conformity with its specifications and the terms of this Agreement and the associated Order Acknowledgement even though reasonable variances may exist. As a result, Seller cannot and does not guarantee that goods sold hereunder, whether in whole or in part, will exactly match in specification or otherwise, and Buyer acknowledges that reasonable variance is permissible. Additionally, Seller shall have no liability if a good does not conform to any applicable state, county or local ordinance, as the conformity of a good to each state, county and local ordinance is the sole responsibility of the Buyer. Seller reserves the right to change its goods and the components of its goods without prior notice to Buyer, although in circumstances where an order from Buyer has been accepted by reimburse Seller, Seller will use commercially reasonable efforts to ensure that such change will not affect performance of the good in a materially adverse manner. EXCEPT AS SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER MAKES NO OTHER WARRANTIES FOR A PRODUCT OR UNDER THIS AGREEMENT OR ANY ORDER ACKNOWLEDGEMENT AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR USE, AND INCLUDING THE WARRANTY OF MERCHANTABILITY. IN NO CASE SHALL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES BASED UPON ANY LEGAL THEORY, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF SAVINGS OR REVENUE, LOSS OF USE OF THE PRODUCT OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, DOWNTIME, THE CLAIMS OF THIRD PARTIES INCLUDING CUSTOMERS, INJURY TO PROPERTY AND, UNLESS PRECLUDED UNDER APPLICABLE STATE LAW, BODILY AND PERSONAL INJURY.

Shipments. All sales are Ex-Works Factory (as such term is defined by the International Chamber of Commerce as of the date hereof). Shipping contracts made by Seller shall be to Buyer’s account. All claims for loss or damage after risk of loss has passed to Buyer shall be filed by Buyer with the carrier. Buyer shall be liable to Seller for the full price of the goods, irrespective of loss or damage in transit. Seller shall not be required to provide freight cost receipts to Buyer at the time of invoice. Buyer shall bear all risk and expense for delivery of goods, including without limitation, shipping, loading, unloading, storage, freight, and insurance. Goods may be shipped to Buyer in whole or in part. Title to goods shall pass to Buyer when delivered to the carrier or the Buyer, whichever occurs first, even if the goods are shipped freight prepaid. Among other things, a signed delivery receipt or xxxx bill of lading will constitute proof of delivery. The choice of carrier is made solely at the discretion of Seller, and Seller Xxxxxx makes no representation as to the acceptability of a particular carrier. Except when Seller expressly agrees in writing, Seller does not guarantee shipment or delivery by a certain date or time, although Seller will strive to deliver goods by the date that it may communicate to Buyer. Seller shall not be liable to Buyer, or any other person, for any loss or damage of any kind which results from delay in shipment, delivery, or failure to give notice of delay, whether or not such delay was caused by Seller or otherwise. Seller reserves the right to backorder any goods and to ship from backorder in such order as Seller determines. LIMITED WARRANTY: Seller warrants, to its original Buyer, that goods manufactured by Seller are free from defects in material and workmanship for 12 months from date of shipment (except for specified products with warranties that supercede this limited warranty. Please consult factory for these products). The Buyer hereby acknowledges and agrees, though free from defects in material and workmanship at the time of shipment, that the useful life of goods manufactured by Seller will vary depending upon the Buyer’s frequency of use, application, and other factors, with regard to such goods. In that respect, notwithstanding any other provision to the contrary in the Agreement, these Terms and Conditions, or the Order Acknowledgement, the Seller specifically does not warrant the useful life of any product. If a failure to conform to specifications or a defect in materials or workmanship is discovered within this period, Seller must promptly be notified in writing within thirty (30) days, which notification, in any event must be received no later than 12 months from the date of shipment. Within a reasonable time after such notification, Seller will correct any failure to conform to specifications or any defect in materials or workmanship, or in lieu of such repair, and at its sole option, shall replace the equipment. THE ABOVE ARE THE BUYER’S EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY. Seller does not warrant: (a) defects caused by failure to provide suitable installation environment for the product, (b) damage caused by use of the product for purposes other than those for which it was purchased, (c) damage caused by disasters such as fire, flood, wind, and lightning, (d) damage caused by unauthorized attachments, or modification, (e) any other abuse or misuse by the Buyer, including improper installation; or (f) goods which have been damaged or altered by Buyer or its customers. Each good sold by Seller to Buyer shall be deemed to be without defect and in conformity with its specifications and the terms of this Agreement and the associated Order Acknowledgement even though reasonable variances may exist. As a result, Seller cannot and does not guarantee that goods sold hereunder, whether in whole or in part, will exactly match in specification or otherwise, and Buyer acknowledges that reasonable variance is permissible. Additionally, Seller shall have no liability if a good does not conform to any applicable state, county or local ordinance, as the conformity of a good to each state, county and local ordinance is the sole responsibility of the Buyer. Seller reserves the right to change its goods and the components of its goods without prior notice to Buyer, although in circumstances where an order from Buyer has been accepted by Seller, Seller will use commercially reasonable efforts to ensure that such change will not affect performance of the good in a materially adverse manner. EXCEPT AS SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER MAKES NO OTHER WARRANTIES FOR A PRODUCT OR UNDER THIS AGREEMENT OR ANY ORDER ACKNOWLEDGEMENT AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR USE, AND INCLUDING THE WARRANTY OF MERCHANTABILITY. IN NO CASE SHALL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES BASED UPON ANY LEGAL THEORY, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF SAVINGS OR REVENUE, LOSS OF USE OF THE PRODUCT OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, DOWNTIME, THE CLAIMS OF THIRD PARTIES INCLUDING CUSTOMERS, INJURY TO PROPERTY AND, UNLESS PRECLUDED UNDER APPLICABLE STATE LAW, BODILY AND PERSONAL INJURY.