Common use of Undelivered Goods Clause in Contracts

Undelivered Goods. In the event that not all of the Goods are Delivered in accordance with Clauses 7.1 (Provision of the Goods and/or Services),9.2 (Time of Delivery of the Goods) and 9.3 (Location and Manner of Delivery of the Goods) ("Undelivered Goods"), the Customer, without prejudice to any other rights and remedies of the Customer howsoever arising, shall be entitled to withhold payment of the applicable Call Off Contract Charges for the Goods that were not so Delivered until such time as the Undelivered Goods are Delivered. The Customer, at its discretion and without prejudice to any other rights and remedies of the Customer howsoever arising deem the failure to comply with Clauses 7.1 (Provision of the Goods and/or Services), 9.2 (Time of Delivery of the Goods) and 9.3 (Location and Manner of Delivery of the Goods) and meet the relevant Milestone Date (if any) to be a material Default. Over-Delivered Goods The Customer shall be under no obligation to accept or pay for any Goods delivered in excess of the quantity specified in the Call Off Order Form (or elsewhere in this Call Off Contract) (“Over-Delivered Goods”). If the Customer elects not to accept such Over-Delivered Goods it may, without prejudice to any other rights and remedies of the Customer howsoever arising, give notice in writing to the Supplier to remove them within five (5) Working Days and to refund to the Customer any expenses incurred by the Customer as a result of such Over-Delivered Goods (including but not limited to the costs of moving and storing the Over-Delivered Goods). If the Supplier fails to comply with the Customer’s notice under Clause 9.5.2, the Customer may dispose of such Over-Delivered Goods and charge the Supplier for the costs of such disposal. The risk in any Over-Delivered Goods shall remain with the Supplier. Delivery of the Goods by Instalments Unless expressly agreed to the contrary, the Customer shall not be obliged to accept delivery of the Goods by instalments. If, however, the Customer does specify or agree to delivery by instalments, delivery of any instalment later than the date specified or agreed for its Delivery shall, without prejudice to any other rights or remedies of the Customer howsoever arising, entitle the Customer to terminate the whole or any unfulfilled part of this Call Off Contract for material Default without further liability to the Customer. Risk and Ownership in Relation to the Goods Without prejudice to any other rights or remedies of the Customer howsoever arising: risk in the Goods shall pass to the Customer at the time of Delivery; and ownership of to the Goods shall pass to the Customer on the earlier of Delivery of the Goods or payment by the Customer of the Call Off Contract Charges; Responsibility for Damage to or Loss of the Goods Without prejudice to the Supplier’s other obligations to provide the Goods in accordance with this Call Off Contract, the Supplier accepts responsibility for all damage to or loss of the Goods if the: same is notified in writing to the Supplier within three (3) Working Days of receipt and inspection of the Goods by the Customer; and Goods have been handled by the Customer in accordance with the Supplier's instructions. Where the Supplier accepts responsibility under Clause 9.8.1, it shall, at its sole option, replace or repair the Goods (or part thereof) within such time as is reasonable having regard to the circumstances and as agreed with the Customer.

Undelivered Goods. In the event that not all of the Goods are Delivered in accordance with Clauses 7.1 8 (Provision of the Goods and/or Services),9.2 Services),12.1.2 (Time of Delivery of the Goods) and 9.3 12.2 (Location and Manner of Delivery of the Goods) ("Undelivered Goods"), the Customer, without prejudice to any other rights and remedies of the Customer howsoever arising, shall be entitled to withhold payment of the applicable Call Off Contract Charges for the Goods that were not so Delivered until such time as the Undelivered Goods are Delivered. The Customer, at its discretion and without prejudice to any other rights and remedies of the Customer howsoever arising deem the failure to comply with Clauses 7.1 8 (Provision of the Goods and/or Services), 9.2 12.1.2 (Time of Delivery of the Goods) and 9.3 12.2 (Location and Manner of Delivery of the Goods) and meet the relevant Milestone Date (if any) to be a material Default. Over-Delivered Goods The Customer shall be under no obligation to accept or pay for any Goods delivered in excess of the quantity specified in the Call Off Order Form (or elsewhere in this Call Off Contract) (“Over-Delivered Goods”). If the Customer elects not to accept such Over-Delivered Goods it may, without prejudice to any other rights and remedies of the Customer howsoever arising, give notice in writing to the Supplier to remove them within five (5) Working Days and to refund to the Customer any expenses incurred by the Customer as a result of such Over-Delivered Goods (including but not limited to the costs of moving and storing the Over-Delivered Goods). If the Supplier fails to comply with the Customer’s notice under Clause 9.5.212.4.2, the Customer may dispose of such Over-Delivered Goods and charge the Supplier for the costs of such disposal. The risk in any Over-Delivered Goods shall remain with the Supplier. Delivery of the Goods by Instalments Unless expressly agreed to the contrary, the Customer shall not be obliged to accept delivery of the Goods by instalments. If, however, the Customer does specify or agree to delivery by instalments, delivery of any instalment later than the date specified or agreed for its Delivery shall, without prejudice to any other rights or remedies of the Customer howsoever arising, entitle the Customer to terminate the whole or any unfulfilled part of this Call Off Contract for material Default without further liability to the Customer. Risk and Ownership in Relation to the Goods Without prejudice to any other rights or remedies of the Customer howsoever arising: risk in the Goods shall pass to the Customer at the time of Delivery; and ownership of to the Goods shall pass to the Customer on the earlier of Delivery of the Goods or payment by the Customer of the Call Off Contract Charges; Responsibility for Damage to or Loss of the Goods Without prejudice to the Supplier’s other obligations to provide the Goods in accordance with this Call Off Contract, the Supplier accepts responsibility for all damage to or loss of the Goods if the: same is notified in writing to the Supplier within three (3) Working Days of receipt and inspection of the Goods by the Customer; and Goods have been handled by the Customer in accordance with the Supplier's instructions. Where the Supplier accepts responsibility under Clause 9.8.112.7.1, it shall, at its sole option, replace or repair the Goods (or part thereof) within such time as is reasonable having regard to the circumstances and as agreed with the Customer.

Undelivered Goods. In the event that not all of the Goods are Delivered in accordance with Clauses 7.1 (Provision of the Goods and/or Services),9.2 Services), (Time of Delivery of the Goods) and 9.3 (Location and Manner of Delivery of the Goods) ("Undelivered Goods"), the Customer, without prejudice to any other rights and remedies of the Customer howsoever arising, shall be entitled to withhold payment of the applicable Call Off Contract Charges for the Goods that were not so Delivered until such time as the Undelivered Goods are Delivered. The Customer, at its discretion and without prejudice to any other rights and remedies of the Customer howsoever arising deem the failure to comply with Clauses 7.1 (Provision of the Goods and/or Services), 9.2 . (Time of Delivery of the Goods) and 9.3 (Location and Manner of Delivery of the Goods) and meet the relevant Milestone Date (if any) to be a material Default. Over-Delivered Goods The Customer shall be under no obligation to accept or pay for any Goods delivered in excess of the quantity specified in the Call Off Contract Order Form (or elsewhere in this Call Off ContractContract ) (“Over-Delivered Goods”). If the Customer elects not to accept such Over-Delivered Goods it may, without prejudice to any other rights and remedies of the Customer howsoever arising, give notice in writing to the Supplier to remove them within five (5) Working Days and to refund to the Customer any expenses incurred by the Customer as a result of such Over-Delivered Goods (including but not limited to the costs of moving and storing the Over-Delivered Goods). If the Supplier fails to comply with the Customer’s notice under Clause 9.5.2, the Customer may dispose of such Over-Delivered Goods and charge the Supplier for the costs of such disposal. The risk in any Over-Delivered Goods shall remain with the Supplier. Delivery of the Goods by Instalments Unless expressly agreed to the contrary, the Customer shall not be obliged to accept delivery of the Goods by instalments. If, however, the Customer does specify or agree to delivery by instalments, delivery of any instalment later than the date specified or agreed for its Delivery shall, without prejudice to any other rights or remedies of the Customer howsoever arising, entitle the Customer to terminate the whole or any unfulfilled part of this Call Off Contract for material Default without further liability to the Customer. Risk and Ownership in Relation to the Goods Without prejudice to any other rights or remedies of the Customer howsoever arising: risk in the Goods shall pass to the Customer at the time of Delivery; and ownership of to the Goods shall pass to the Customer on the earlier of Delivery of the Goods or payment by the Customer of the Call Off Contract Charges; Responsibility for Damage to or Loss of the Goods Without prejudice to the Supplier’s Suppliers other obligations to provide the Goods in accordance with this Call Off Contract, the Supplier accepts responsibility for all damage to or loss of the Goods if the: same is notified in writing to the Supplier within three (3) Working Days of receipt and inspection of the Goods by the Customer; and Goods have been handled by the Customer in accordance with the Supplier's Suppliers instructions. Where the Supplier accepts responsibility under Clause 9.8.1, it shall, at its sole option, replace or repair the Goods (or part thereof) within such time as is reasonable having regard to the circumstances and as agreed with the Customer.

Undelivered Goods. In the event that not all of the Goods are Delivered in accordance with Clauses 7.1 8 (Provision of the Goods and/or Services),9.2 Services), (Time of Delivery of the Goods) and 9.3 12.2 (Location and Manner of Delivery of the Goods) ("Undelivered Goods"), the Customer, without prejudice to any other rights and remedies of the Customer howsoever arising, shall be entitled to withhold payment of the applicable Call Off Contract Charges for the Goods that were not so Delivered until such time as the Undelivered Goods are Delivered. The Customer, at its discretion and without prejudice to any other rights and remedies of the Customer howsoever arising deem the failure to comply with Clauses 7.1 8 (Provision of the Goods and/or Services), 9.2 . (Time of Delivery of the Goods) and 9.3 12.2 (Location and Manner of Delivery of the Goods) and meet the relevant Milestone Date (if any) to be a material Default. Over-Delivered Goods The Customer shall be under no obligation to accept or pay for any Goods delivered in excess of the quantity specified in the Call Off Contract Order Form (or elsewhere in this Call Off ContractContract ) (“Over-Delivered Goods”). If the Customer elects not to accept such Over-Delivered Goods it may, without prejudice to any other rights and remedies of the Customer howsoever arising, give notice in writing to the Supplier to remove them within five (5) Working Days and to refund to the Customer any expenses incurred by the Customer as a result of such Over-Delivered Goods (including but not limited to the costs of moving and storing the Over-Delivered Goods). If the Supplier fails to comply with the Customer’s notice under Clause 9.5.212.4.2, the Customer may dispose of such Over-Delivered Goods and charge the Supplier for the costs of such disposal. The risk in any Over-Delivered Goods shall remain with the Supplier. Delivery of the Goods by Instalments Unless expressly agreed to the contrary, the Customer shall not be obliged to accept delivery of the Goods by instalments. If, however, the Customer does specify or agree to delivery by instalments, delivery of any instalment later than the date specified or agreed for its Delivery shall, without prejudice to any other rights or remedies of the Customer howsoever arising, entitle the Customer to terminate the whole or any unfulfilled part of this Call Off Contract for material Default without further liability to the Customer. Risk and Ownership in Relation to the Goods Without prejudice to any other rights or remedies of the Customer howsoever arising: risk in the Goods shall pass to the Customer at the time of Delivery; and ownership of to the Goods shall pass to the Customer on the earlier of Delivery of the Goods or payment by the Customer of the Call Off Contract Charges; Responsibility for Damage to or Loss of the Goods Without prejudice to the Supplier’s Suppliers other obligations to provide the Goods in accordance with this Call Off Contract, the Supplier accepts responsibility for all damage to or loss of the Goods if the: same is notified in writing to the Supplier within three (3) Working Days of receipt and inspection of the Goods by the Customer; and Goods have been handled by the Customer in accordance with the Supplier's Suppliers instructions. Where the Supplier accepts responsibility under Clause 9.8.112.7.1, it shall, at its sole option, replace or repair the Goods (or part thereof) within such time as is reasonable having regard to the circumstances and as agreed with the Customer.

Undelivered Goods. In the event that not all of the Goods are Delivered in accordance with Clauses 7.1 (Provision of the Goods and/or Services),9.2 (Time of Delivery of the Goods) and 9.3 (Location and Manner of Delivery of the Goods) ("Undelivered Goods"), the Customer, without prejudice to any other rights and remedies of the Customer howsoever arising, shall be entitled to withhold payment of the applicable Call Off Contract Charges for the Goods that were not so Delivered until such time as the Undelivered Goods are Delivered. The Customer, at its discretion and without prejudice to any other rights and remedies of the Customer howsoever arising deem the failure to comply with Clauses 7.1 (Provision of the Goods and/or Services), 9.2 (Time of Delivery of the Goods) and 9.3 (Location and Manner of Delivery of the Goods) and meet the relevant Milestone Date (if any) to be a material Default. Default.‌ Over-Delivered Goods The Customer shall be under no obligation to accept or pay for any Goods delivered in excess of the quantity specified in the Call Off Order Form (or elsewhere in this Call Off Contract) (“Over-Delivered Goods”). If the Customer elects not to accept such Over-Delivered Goods it may, without prejudice to any other rights and remedies of the Customer howsoever arising, give notice in writing to the Supplier to remove them within five (5) Working Days and to refund to the Customer any expenses incurred by the Customer as a result of such Over-Delivered Goods (including but not limited to the costs of moving and storing the Over-Delivered Goods). If the Supplier fails to comply with the Customer’s notice under Clause 9.5.2, the Customer may dispose of such Over-Delivered Goods and charge the Supplier for the costs of such disposal. The risk in any Over-Over- Delivered Goods shall remain with the Supplier. Delivery of the Goods by Instalments Unless expressly agreed to the contrary, the Customer shall not be obliged to accept delivery of the Goods by instalments. If, however, the Customer does specify or agree to delivery by instalments, delivery of any instalment later than the date specified or agreed for its Delivery shall, without prejudice to any other rights or remedies of the Customer howsoever arising, entitle the Customer to terminate the whole or any unfulfilled part of this Call Off Contract for material Default without further liability to the Customer. Risk and Ownership in Relation to the Goods Without prejudice to any other rights or remedies of the Customer howsoever arising: risk in the Goods shall pass to the Customer at the time of Delivery; and ownership of to the Goods shall pass to the Customer on the earlier of Delivery of the Goods or payment by the Customer of the Call Off Contract Charges; Responsibility for Damage to or Loss of the Goods Without prejudice to the Supplier’s other obligations to provide the Goods in accordance with this Call Off Contract, the Supplier accepts responsibility for all damage to or loss of the Goods if the: same is notified in writing to the Supplier within three (3) Working Days of receipt and inspection of the Goods by the Customer; and Goods have been handled by the Customer in accordance with the Supplier's instructions. Where the Supplier accepts responsibility under Clause 9.8.1, it shall, at its sole option, replace or repair the Goods (or part thereof) within such time as is reasonable having regard to the circumstances and as agreed with the Customer.

Undelivered Goods. In the event that not all of the Goods are Delivered in accordance with Clauses 7.1 (Provision of the Goods and/or Services),9.2 Services), (Time of Delivery of the Goods) and 9.3 (Location and Manner of Delivery of the Goods) ("Undelivered Goods"), the Customer, without prejudice to any other rights and remedies of the Customer howsoever arising, shall be entitled to withhold payment of the applicable Call Off Contract Charges for the Goods that were not so Delivered until such time as the Undelivered Goods are Delivered. The Customer, at its discretion and without prejudice to any other rights and remedies of the Customer howsoever arising deem the failure to comply with Clauses 7.1 (Provision of the Goods and/or Services), 9.2 . (Time of Delivery of the Goods) and 9.3 (Location and Manner of Delivery of the Goods) and meet the relevant Milestone Date (if any) to be a material Default. Over-Delivered Goods The Customer shall be under no obligation to accept or pay for any Goods delivered in excess of the quantity specified in the Call Off Contract Order Form (or elsewhere in this Call Off Contract) (“Over-Delivered Goods”). If the Customer elects not to accept such Over-Delivered Goods it may, without prejudice to any other rights and remedies of the Customer howsoever arising, give notice in writing to the Supplier to remove them within five (5) Working Days and to refund to the Customer any expenses incurred by the Customer as a result of such Over-Delivered Goods (including but not limited to the costs of moving and storing the Over-Delivered Goods). If the Supplier fails to comply with the Customer’s notice under Clause 9.5.2, the Customer may dispose of such Over-Delivered Goods and charge the Supplier for the costs of such disposal. The risk in any Over-Delivered Goods shall remain with the Supplier. Delivery of the Goods by Instalments Unless expressly agreed to the contrary, the Customer shall not be obliged to accept delivery of the Goods by instalments. If, however, the Customer does specify or agree to delivery by instalments, delivery of any instalment later than the date specified or agreed for its Delivery shall, without prejudice to any other rights or remedies of the Customer howsoever arising, entitle the Customer to terminate the whole or any unfulfilled part of this Call Off Contract for material Default without further liability to the Customer. Risk and Ownership in Relation to the Goods Without prejudice to any other rights or remedies of the Customer howsoever arising: risk in the Goods shall pass to the Customer at the time of Delivery; and ownership of to the Goods shall pass to the Customer on the earlier of Delivery of the Goods or payment by the Customer of the Call Off Contract Charges; Responsibility for Damage to or Loss of the Goods Without prejudice to the Supplier’s Suppliers other obligations to provide the Goods in accordance with this Call Off Contract, the Supplier accepts responsibility for all damage to or loss of the Goods if the: same is notified in writing to the Supplier within three (3) Working Days of receipt and inspection of the Goods by the Customer; and Goods have been handled by the Customer in accordance with the Supplier's Suppliers instructions. Where the Supplier accepts responsibility under Clause 9.8.1, it shall, at its sole option, replace or repair the Goods (or part thereof) within such time as is reasonable having regard to the circumstances and as agreed with the Customer.

Undelivered Goods. In the event that not all of the Goods are Delivered in accordance with Clauses 7.1 8 (Provision of the Goods and/or Services),9.2 Services), 12.1.2 (Time of Delivery of the Goods) and 9.3 12.2 (Location and Manner of Delivery of the Goods) ("Undelivered Goods"), the Customer, without prejudice to any other rights and remedies of the Customer howsoever arising, shall be entitled to withhold payment of the applicable Call Off Contract Charges for the Goods that were not so Delivered until such time as the Undelivered Goods are Delivered. The Customer, at its discretion and without prejudice to any other rights and remedies of the Customer howsoever arising deem the failure to comply with Clauses 7.1 8 (Provision of the Goods and/or Services), 9.2 12.1.2 (Time of Delivery of the Goods) and 9.3 12.2 (Location and Manner of Delivery of the Goods) and meet the relevant Milestone Date (if any) to be a material Default. Over-Delivered Goods The Customer shall be under no obligation to accept or pay for any Goods delivered in excess of the quantity specified in the Call Off Order Form (or elsewhere in this Call Off Contract) (“Over-Delivered Goods”). If the Customer elects not to accept such Over-Delivered Goods it may, without prejudice to any other rights and remedies of the Customer howsoever arising, give notice in writing to the Supplier to remove them within five (5) Working Days and to refund to the Customer any expenses incurred by the Customer as a result of such Over-Delivered Goods (including but not limited to the costs of moving and storing the Over-Delivered Goods). If the Supplier fails to comply with the Customer’s notice under Clause 9.5.212.4.2, the Customer may dispose of such Over-Delivered Goods and charge the Supplier for the costs of such disposal. The risk in any Over-Delivered Goods shall remain with the Supplier. Delivery of the Goods by Instalments Unless expressly agreed to the contrary, the Customer shall not be obliged to accept delivery of the Goods by instalments. If, however, the Customer does specify or agree to delivery by instalments, delivery of any instalment later than the date specified or agreed for its Delivery shall, without prejudice to any other rights or remedies of the Customer howsoever arising, entitle the Customer to terminate the whole or any unfulfilled part of this Call Off Contract for material Default without further liability to the Customer. Risk and Ownership in Relation to the Goods Without prejudice to any other rights or remedies of the Customer howsoever arising: risk in the Goods shall pass to the Customer at the time of Delivery; and ownership of to the Goods shall pass to the Customer for Lots 1 and 2 where outright purchase is an option on the earlier of Delivery of the Goods or payment by the Customer of the Call Off Contract Charges; Responsibility for Damage to or Loss of the Goods Without prejudice to the Supplier’s other obligations to provide the Goods in accordance with this Call Off Contract, the Supplier accepts responsibility for all damage to or loss of the Goods if the: same is notified in writing to the Supplier within three (3) Working Days of receipt and inspection of the Goods by the Customer; and Goods have been handled by the Customer in accordance with the Supplier's instructions. Where the Supplier accepts responsibility under Clause 9.8.1, it shall, at its sole option, replace or repair the Goods (or part thereof) within such time as is reasonable having regard to the circumstances and as agreed with the Customer.;

Undelivered Goods. In the event that not all of the Goods are Delivered in accordance with Clauses 7.1 (Provision of the Goods and/or Services),9.2 Services), Error: Reference source not found (Time of Delivery of the Goods) and 9.3 (Location and Manner of Delivery of the Goods) ("Undelivered Goods"), the Customer, without prejudice to any other rights and remedies of the Customer howsoever arising, shall be entitled to withhold payment of the applicable Call Off Contract Charges for the Goods that were not so Delivered until such time as the Undelivered Goods are Delivered. The Customer, at its discretion and without prejudice to any other rights and remedies of the Customer howsoever arising deem the failure to comply with Clauses 7.1 (Provision of the Goods and/or Services), 9.2 Error: Reference source not found (Time of Delivery of the Goods) and 9.3 (Location and Manner of Delivery of the Goods) and meet the relevant Milestone Date (if any) to be a material Default. Over-Delivered Goods The Customer shall be under no obligation to accept or pay for any Goods delivered in excess of the quantity specified in the Call Off Order Form (or elsewhere in this Call Off Contract) (“Over-Delivered Goods”). If the Customer elects not to accept such Over-Delivered Goods it may, without prejudice to any other rights and remedies of the Customer howsoever arising, give notice in writing to the Supplier to remove them within five (5) Working Days and to refund to the Customer any expenses incurred by the Customer as a result of such Over-Delivered Goods (including but not limited to the costs of moving and storing the Over-Delivered Goods). If the Supplier fails to comply with the Customer’s notice under Clause 9.5.2, the Customer may dispose of such Over-Delivered Goods and charge the Supplier for the costs of such disposal. The risk in any Over-Delivered Goods shall remain with the Supplier. Delivery of the Goods by Instalments Unless expressly agreed to the contrary, the Customer shall not be obliged to accept delivery of the Goods by instalments. If, however, the Customer does specify or agree to delivery by instalments, delivery of any instalment later than the date specified or agreed for its Delivery shall, without prejudice to any other rights or remedies of the Customer howsoever arising, entitle the Customer to terminate the whole or any unfulfilled part of this Call Off Contract for material Default without further liability to the Customer. Risk and Ownership in Relation to the Goods Without prejudice to any other rights or remedies of the Customer howsoever arising: risk in the Goods shall pass to the Customer at the time of Delivery; and ownership of to the Goods shall pass to the Customer on the earlier of Delivery of the Goods or payment by the Customer of the Call Off Contract Charges; Responsibility for Damage to or Loss of the Goods Without prejudice to the Supplier’s other obligations to provide the Goods in accordance with this Call Off Contract, the Supplier accepts responsibility for all damage to or loss of the Goods if the: same is notified in writing to the Supplier within three (3) Working Days of receipt and inspection of the Goods by the Customer; and Goods have been handled by the Customer in accordance with the Supplier's instructions. Where the Supplier accepts responsibility under Clause 9.8.1, it shall, at its sole option, replace or repair the Goods (or part thereof) within such time as is reasonable having regard to the circumstances and as agreed with the Customer.

Undelivered Goods. In the event that not all of the Goods are Delivered in accordance with Clauses 7.1 (Provision of the Goods and/or Services),9.2 Services), Error: Reference source not found (Time of Delivery of the Goods) and 9.3 (Location and Manner of Delivery of the Goods) ("Undelivered Goods"), the Customer, without prejudice to any other rights and remedies of the Customer howsoever arising, shall be entitled to withhold payment of the applicable Call Off Contract Charges for the Goods that were not so Delivered until such time as the Undelivered Goods are Delivered. The Customer, at its discretion and without prejudice to any other rights and remedies of the Customer howsoever arising deem the failure to comply with Clauses 7.1 (Provision of the Goods and/or Services), 9.2 Error: Reference source not found (Time of Delivery of the Goods) and 9.3 (Location and Manner of Delivery of the Goods) and meet the relevant Milestone Date (if any) to be a material Default. Over-Delivered Goods The Customer shall be under no obligation to accept or pay for any Goods delivered in excess of the quantity specified in the Call Off Contract Order Form (or elsewhere in this Call Off ContractContract ) (“Over-Delivered Goods”). If the Customer elects not to accept such Over-Delivered Goods it may, without prejudice to any other rights and remedies of the Customer howsoever arising, give notice in writing to the Supplier to remove them within five (5) Working Days and to refund to the Customer any expenses incurred by the Customer as a result of such Over-Delivered Goods (including but not limited to the costs of moving and storing the Over-Delivered Goods). If the Supplier fails to comply with the Customer’s notice under Clause 9.5.2, the Customer may dispose of such Over-Delivered Goods and charge the Supplier for the costs of such disposal. The risk in any Over-Delivered Goods shall remain with the Supplier. Delivery of the Goods by Instalments Unless expressly agreed to the contrary, the Customer shall not be obliged to accept delivery of the Goods by instalments. If, however, the Customer does specify or agree to delivery by instalments, delivery of any instalment later than the date specified or agreed for its Delivery shall, without prejudice to any other rights or remedies of the Customer howsoever arising, entitle the Customer to terminate the whole or any unfulfilled part of this Call Off Contract for material Default without further liability to the Customer. Risk and Ownership in Relation to the Goods Without prejudice to any other rights or remedies of the Customer howsoever arising: risk in the Goods shall pass to the Customer at the time of Delivery; and ownership of to the Goods shall pass to the Customer on the earlier of Delivery of the Goods or payment by the Customer of the Call Off Contract Charges; Responsibility for Damage to or Loss of the Goods Without prejudice to the Supplier’s Suppliers other obligations to provide the Goods in accordance with this Call Off ContractContract , the Supplier accepts responsibility for all damage to or loss of the Goods if the: same is notified in writing to the Supplier within three (3) Working Days of receipt and inspection of the Goods by the Customer; and Goods have been handled by the Customer in accordance with the Supplier's Suppliers instructions. Where the Supplier accepts responsibility under Clause 9.8.1, it shall, at its sole option, replace or repair the Goods (or part thereof) within such time as is reasonable having regard to the circumstances and as agreed with the Customer.