Common use of DELIVERY Clause in Contracts

DELIVERY. 4.1 Products are supplied EX WORKS Giussano (MB), Italia Incoterms® 2010 (Seller ex works). 4.2 The delivery term will be the term provided in the Special Conditions. It is understood that this delivery term must be considered approximate in favor of the Seller and in any case with the application of a reasonable tolerance; any delay in delivery with respect to this deadline will not cause the Seller to be held liable, except in cases where said delay is attributable to wilful misconduct or gross negligence by the Seller. In case of deliveries by instalments, in no case will the delay or failure of one or more deliveries entail the Purchaser's right to terminate the Contract in relation to deliveries already performed or any future ones. 4.3 The transport and delivery of the Products to the Purchaser will take place at the expense and risk of the latter, in accordance with the applicable delivery terms referred to in art. 4.1. The Products are not insured by the Seller. 4.4 The risk of Products damage or loss during transport shall be borne by the Purchaser. Therefore, the Seller will be liable for any event suitable to damage the Products after the delivery time. 4.5 The Purchaser guarantees that the Products can be freely imported into the country/place of delivery and/or destination and formally undertakes to pay them in full, even if at the time of import into the country/place of destination there is prohibition or limitation to import these Products. 4.6 The Purchaser shall always accept the delivery of Products, even in case of partial deliveries. 4.7 If the Purchaser does not promptly accept delivery of the Products - for reasons not attributable to the Seller – the former shall bear all costs and risks that may arise and any sum due for any reason to the Seller will become immediately collectable by the latter. 4.8 The delivery period will be extended by a period equal to the duration of the impediment, upon the occurrence of any hindrance in respect of which neither Seller nor Purchaser is liable, such in case of events of force majeure as illustrated below. In case of delay or partial fulfillment of the deliveries of the Products, the Purchaser will not be entitled to refuse the delivery. 4.9 In case of delay in accepting delivery or late payment by the Purchaser to the Seller, this latter has the right to charge the Purchaser for storage costs of the Products already manufactured and ready for transport and delivery, to the extent determined in accordance with the following criteria, by way of compensation in favor of the Seller for the costs of deposit and storage of the Products mentioned above. In this case, the Seller shall not be liable for any loss, damage and/or deterioration of Products that remain exclusively the responsibility of the Purchaser. In particular, if - having the Products made ready for shipping to the Purchaser - the delivery has not occurred due to a fact not attributable to the Seller or due to force majeure, the delivery will be considered to have been duly performed upon sending of simple 'goods ready for the collection' notice to the Purchaser via registered letter, fax, PEC or e-mail. If the Purchaser does not accept the delivery within 30 days from the aforementioned notice, it shall pay to the Seller, in addition to the agreed price, the deposit cost at the Seller's warehouse, or at any other warehouse by the latter designated, equal to 0.15 Euro for quintal, for each day of delay, up to a maximum of 5 % of the amount indicated on the invoice in the event of a longer delay. If the Buyer's refusal to receive the Products persists for more than 30 days from the notice of goods ready for collection, the Contract shall be considered terminated pursuant to art. 1456 of the Italian Civil Code, without prejudice to the Seller's right to compensation for damages which will be determined by taking into account also: costs for storage; borrowing costs related to the manufacturing of the non-received Products; disposal costs of these Products (especially when produced in accordance with Purchaser’s special technical requirements); investments in equipment and machinery for manufacturing these Products. 4.10 The Purchaser waives any indemnity or claim for compensation against the Seller for direct and indirect damages caused by loading, transport and unloading operations, as well as due to delays or partial deliveries, provided that they are not attributable to willful misconduct or gross negligence by the Seller.

DELIVERY. 4.1 Products 4.1. Unless otherwise agreed, the order shall be shipped by Oberalp to the place indicated by the Customer in its order. The risks shall pass to the Customer upon delivery of the goods to the carrier. Transportation shall occur at the Customer’s own risk, even if arranged or paid for by Oberalp. The Customer shall be subrogated to any claims against the carrier. If shipment is delayed due to a cause attributable to the Customer, the risks shall pass to the Customer upon Oberalp's notice that the ordered products are supplied EX WORKS Giussano ready for shipment. 4.2. Unless otherwise agreed between the parties, all delivery dates are to be understood as indic- ative and not binding. Delays by Oberalp or advance deliveries by Oberalp do not justify the termi- nation of the contract or any claims for compensation or other demands from the Customer. Even in 4.3. Oberalp shall not be liable, even if delivery or performance deadlines have been agreed upon as binding, for delays in delivery or performance attributable to force majeure or causes beyond Oberalp's control that make delivery significantly more burdensome or impossible (MBe.g. strikes, lock- outs or actions by authorities), Italia Incoterms® 2010 (Seller ex works)even if such causes occur at Oberalp's suppliers or their subcontrac- tors. 4.2 The delivery term will be the term provided in the Special Conditions4.4. It is understood that this delivery term must be considered approximate in favor of the Seller and in any case with the application of a reasonable tolerance; any delay in delivery with respect to this deadline will not cause the Seller to be held liable, except in cases where said delay is attributable to wilful misconduct or gross negligence by the Seller. In case of deliveries by instalments, in no case will If the delay or failure of one or more deliveries entail exceeds three months, both Oberalp and the Purchaser's right Customer shall be entitled to terminate the Contract in relation contract. However, the Customer shall not be entitled to deliveries already performed make any claims for compensation or any future onesother claims against Oberalp, except for the refund of the purchase price already paid by the Customer for the respective order, or part thereof, without the payment of interest or revaluation. If a delivery is made in several shipments, the cancellation in accordance with this paragraph may also be exercised partially for the deliveries that have not yet been made. 4.3 4.5. The transport and Customer shall be obliged to take delivery of the Products goods on the actual delivery date or the delivery date communicated by Oberalp, even if the Customer has claims against Oberalp or raises complaints (solve et repete clause) and cannot object to the Purchaser will partial deliveries by Oberalp. Any costs resulting from a failure to take place at the expense and risk of the latter, in accordance with the applicable delivery terms referred to in art. 4.1. The Products are not insured by the Seller. 4.4 The risk of Products damage or loss during transport shall be borne by the Purchaser. Therefore, the Seller will be liable for any event suitable to damage the Products after the delivery timeCustomer. 4.5 The Purchaser guarantees that 4.6. After the Products can be freely imported into the country/place of delivery and/or destination and formally undertakes to pay them in full, even if at the time of import into the country/place of destination there is prohibition or limitation to import these Products. 4.6 The Purchaser shall always accept the delivery of Products, even in case of partial deliveries. 4.7 If the Purchaser does not promptly accept delivery of the Products - for reasons not attributable products are delivered by Oberalp to the Seller – the former shall bear all costs and risks that may arise and any sum due for any reason to the Seller will become immediately collectable by the latter. 4.8 The delivery period will be extended by a period equal to the duration of the impediment, upon the occurrence of any hindrance in respect of which neither Seller nor Purchaser is liable, such in case of events of force majeure as illustrated below. In case of delay or partial fulfillment of the deliveries of the Products, the Purchaser will not be entitled to refuse the delivery. 4.9 In case of delay in accepting delivery or late payment by the Purchaser to the Seller, this latter has the right to charge the Purchaser for storage costs of the Products already manufactured and ready for transport and delivery, to the extent determined in accordance with the following criteria, by way of compensation in favor of the Seller for the costs of deposit and storage of the Products mentioned above. In this case, the Seller shall not be liable for any loss, damage and/or deterioration of Products that remain exclusively the responsibility of the Purchaser. In particular, if - having the Products made ready for shipping to the Purchaser - the delivery has not occurred due to a fact not attributable to the Seller or due to force majeure, the delivery will be considered to have been duly performed upon sending of simple 'goods ready for the collection' notice to the Purchaser via registered letter, fax, PEC or e-mail. If the Purchaser does not accept the delivery within 30 days from the aforementioned notice, it shall pay to the Seller, in addition to the agreed price, the deposit cost at the Seller's warehousecarrier, or at any other warehouse by the latter designated, equal to 0.15 Euro for quintal, for each day of delay, up to a maximum of 5 % of the amount indicated on the invoice in the event of a longer delaynon-acceptance of the products by the Customer for any reason whatsoever, the Customer's obligation to pay the price does not cease, even if cases of force majeure affecting the Customer occur. 4.7. If the Buyer's refusal to receive the Products persists for more than 30 days Introduction of quotas or export prohibitions from the notice country of goods ready for collection, origin or import prohibitions into the Contract country of destination regarding the products ordered by the Customer shall be considered terminated entitle Oberalp to suspend delivery and/or terminate the contract pursuant to artArt. 1456 of the Italian Civil Code, without prejudice to the Seller's right to compensation for damages which will be determined by taking into account also: costs for storage; borrowing costs related to the manufacturing of the non-received Products; disposal costs of these Products (especially when produced in accordance with Purchaser’s special technical requirements); investments in equipment and machinery for manufacturing these Products. 4.10 The Purchaser waives any indemnity or claim for compensation against the Seller for direct and indirect damages caused by loading, transport and unloading operations, as well as due to delays or partial deliveries, provided that they are not attributable to willful misconduct or gross negligence by the Seller.