Common use of Shipment and Delivery Clause in Contracts

Shipment and Delivery. Seller grants the Company the right at any time to specify the carrier and/or method of transportation to be employed in conveying any part or all of the Goods covered herein. In the event that Seller uses an unauthorized carrier and/or method of transportation, then all shipping expenses shall be assumed by Seller. Unless otherwise stated in the Order, all Goods will be shipped FCA shipment point. FCA shall be interpreted in accordance with the version of Incoterms valid at the time of the Seller’s acceptance of the Order. The Seller shall be responsible for preparing and filing all export documentation for all shipments. The Company shall not be obligated to accept early deliveries, partial deliveries or excess deliveries. If Goods are incorrectly delivered, the Seller shall be responsible for any additional expense incurred in delivering the Goods to the correct destination. The delivery date set forth on the Order is of the essence of the Contract. If the Seller anticipates that it will not be able to deliver the Goods upon the agreed delivery date, then the Seller shall immediately notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to on-time delivery hereunder. In such event, the Company may request that the Seller expedite delivery to the maximum extent possible at the Seller’s sole expense. If the Seller does not deliver the Goods by the agreed delivery date, then the Company shall be entitled to liquidated damages as agreed between the parties, up to and including the total Order value. Notwithstanding the foregoing, the Company reserves the right to claim repayment for any and all costs, losses, expenses and damages incurred by the Company that are attributable to the Seller’s delay in delivery. Such liquidated damages shall be paid at the Company’s written demand. Partial deliveries shall not relieve the Seller from liability for any late delivery hereunder. If the Seller discovers that it has shipped any non-conforming Goods to the Company, it shall immediately (and not more than 24 hours after such discovery) notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to defective goods hereunder.

Shipment and Delivery. Seller grants the Company the right at any time to specify the carrier and/or method of transportation to be employed in conveying any part or all of the Goods covered herein. In the event that Seller uses an unauthorized carrier and/or method of transportation, then all shipping expenses shall be assumed by Seller. Unless otherwise stated agreed by the parties in the Orderwriting, all Goods Products will be shipped FCA origin (Seller’s facility) (Incoterms 2020). Seller may, in its sole discretion, without liability or penalty make partial shipments of Products to Purchaser. Each shipment point. FCA will constitute a separate sale and Purchaser shall be interpreted pay for the Products shipped, in accordance with the version payment terms specified in Section 4, whether such shipment is in whole or partial fulfillment of Incoterms valid at the time of the Seller’s acceptance of the Orderan order. The Seller shall be responsible for preparing and filing all export documentation for all shipments. The Company Purchaser shall not be obligated permitted to accept early deliveries, reject a partial deliveries or excess deliveries. If Goods are incorrectly delivered, the Seller shall be responsible for any additional expense incurred in delivering the Goods to the correct destination. The delivery date set forth shipment on the Order is of basis that it does not meet the essence of the Contractexact quantity specified in an order. If the parties agree that Purchaser will arrange for shipping of the Products, then Seller anticipates that it will notify Purchaser when the Products are ready for shipment and Purchaser must arrange for such Products to be shipped within five days of such notice. If Purchaser does not arrange for shipment within five days of receiving notice from Seller, Seller may, in its sole discretion, (a) ship the Products to Purchaser at Purchaser’s cost OR (b) warehouse Purchaser’s Products at Purchaser’s cost. Seller will select the carrier and ship “Prepaid and Add” but shall not be able deemed thereby to deliver assume any liability or risk of loss in connection with the Goods shipment nor shall the carrier be construed to be the agent of Seller. Purchaser must provide its own insurance. Title and risk of loss or damage to all Products sold hereunder shall pass from Seller to Purchaser upon delivery by Seller to the agreed possession of the carrier, provided that Seller reserves a purchase money security interest in the Products. Any claims for loss, damage or mis-delivery date, then thereafter shall be filed by Purchaser with the carrier. All Products shall be deemed finally inspected and accepted within 10 days after delivery unless notice of rejection is given in writing to Seller within such period. Acceptance shall immediately notify the Company thereof in writing; provided, however, that such notice shall not relieve the constitute acknowledgement of full performance by Seller of its responsibilities all obligations under the order and liabilities with respect to on-time delivery hereunder. In such event, the Company may request that the Seller expedite delivery to the maximum extent possible at the Seller’s sole expense. If the Seller does not deliver the Goods by the agreed delivery date, then the Company shall be entitled to liquidated damages Terms except as agreed between the parties, up to and including the total Order value. Notwithstanding the foregoing, the Company reserves the right to claim repayment for any and all costs, losses, expenses and damages incurred by the Company that are attributable to the Seller’s delay stated in delivery. Such liquidated damages shall be paid at the Company’s written demand. Partial deliveries shall not relieve the Seller from liability for any late delivery hereunder. If the Seller discovers that it has shipped any non-conforming Goods to the Company, it shall immediately (and not more than 24 hours after such discovery) notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to defective goods hereunderSection 12.

Shipment and Delivery. Seller grants the Company the right at any time to specify the carrier and/or method of transportation to be employed in conveying any part or all of the Goods covered herein. In the event that Seller uses an unauthorized carrier and/or method of transportation, then all shipping expenses shall be assumed by Seller. Unless otherwise stated in the Order, all Goods will be shipped FCA shipment pointDDP Company’s facility. FCA DDP shall be interpreted in accordance with the version of Incoterms valid at the time of the Seller’s acceptance of the Order. The Seller shall be responsible for preparing and filing all export documentation for all shipments. The Company shall not be obligated to accept early deliveries, partial deliveries or excess deliveries. If Goods are incorrectly delivered, the Seller shall be responsible for any additional expense incurred in delivering the Goods to the correct destination. The delivery date set forth on the Order is of the essence of the Contract. If the Seller anticipates that it will not be able to deliver the Goods upon the agreed delivery date, then the Seller shall immediately notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to on-time delivery hereunder. In such event, the Company may request that the Seller expedite delivery to the maximum extent possible at the Seller’s sole expense. If the Seller does not deliver the Goods by the agreed delivery date, then the Company shall be entitled to liquidated damages as agreed between the parties, up to and including the total Order value. Notwithstanding the foregoing, the Company reserves the right to claim repayment for any and all costs, losses, expenses and damages incurred by the Company that are attributable to the Seller’s delay in delivery. Such liquidated damages shall be paid at the Company’s written demand. Partial deliveries shall not relieve the Seller from liability for any late delivery hereunder. If the Seller discovers that it has shipped any non-conforming Goods to the Company, it shall immediately (and not more than 24 hours after such discovery) notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to defective goods hereunder.

Shipment and Delivery. Seller grants the Company the right at any time to specify the carrier and/or method of transportation to be employed in conveying any part or all of the Goods covered herein. In the event that Seller uses an unauthorized carrier and/or method of transportation, then all shipping expenses shall be assumed by Seller. Unless otherwise stated agreed by the parties in the Orderwriting, all Goods Products will be shipped FCA origin (Seller’s facility) (Incoterms 2020). Seller may, in its sole discretion, without liability or penalty make partial shipments of Products to Purchaser. Each shipment point. FCA will constitute a separate sale and Purchaser shall be interpreted pay for the Products shipped, in accordance with the version payment terms specified in Section 4, whether such shipment is in whole or partial fulfillment of Incoterms valid at the time of the Seller’s acceptance of the Orderan order. The Seller shall be responsible for preparing and filing all export documentation for all shipments. The Company Purchaser shall not be obligated permitted to accept early deliveries, reject a partial deliveries or excess deliveries. If Goods are incorrectly delivered, the Seller shall be responsible for any additional expense incurred in delivering the Goods to the correct destination. The delivery date set forth shipment on the Order is of basis that it does not meet the essence of the Contractexact quantity specified in an order. If the parties agree that Purchaser will arrange for shipping of the Products, then Seller anticipates that it will notify Purchaser when the Products are ready for shipment and Purchaser must arrange for such Products to be shipped within five days of such notice. If Purchaser does not arrange for shipment within five days of receiving notice from Seller, Seller may, in its sole discretion, (i) ship the Products to Purchaser at Purchaser’s cost OR (ii) warehouse Purchaser’s Products at Purchaser’s cost. Seller will select the carrier and ship “Prepaid and Add” but shall not be able deemed thereby to deliver assume any liability or risk of loss in connection with the Goods shipment nor shall the carrier be construed to be the agent of Seller. Purchaser must provide its own insurance. Title and risk of loss or damage to all Products sold hereunder shall pass from Seller to Purchaser upon delivery by Seller to the agreed possession of the carrier, provided that Seller reserves a purchase money security interest in the Products. Any claims for loss, damage or mis-delivery date, then thereafter shall be filed by Purchaser with the carrier. All Products shall be deemed finally inspected and accepted within 10 days after delivery unless notice of rejection is given in writing to Seller within such period. Acceptance shall immediately notify the Company thereof in writing; provided, however, that such notice shall not relieve the constitute acknowledgement of full performance by Seller of its responsibilities all obligations under the order and liabilities with respect to on-time delivery hereunder. In such event, the Company may request that the Seller expedite delivery to the maximum extent possible at the Seller’s sole expense. If the Seller does not deliver the Goods by the agreed delivery date, then the Company shall be entitled to liquidated damages Terms except as agreed between the parties, up to and including the total Order value. Notwithstanding the foregoing, the Company reserves the right to claim repayment for any and all costs, losses, expenses and damages incurred by the Company that are attributable to the Seller’s delay stated in delivery. Such liquidated damages shall be paid at the Company’s written demand. Partial deliveries shall not relieve the Seller from liability for any late delivery hereunder. If the Seller discovers that it has shipped any non-conforming Goods to the Company, it shall immediately (and not more than 24 hours after such discovery) notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to defective goods hereunderSection 11.

Shipment and Delivery. Seller grants the Company the right at any time to specify the carrier and/or method of transportation to be employed in conveying any part or all Time is of the Goods covered hereinessence. In Seller shall immediately notify CMI in the event that Seller's timely performance under this Purchase Order is or is likely to be delayed, in whole or in part, and Seller uses an unauthorized carrier and/or method shall provide CMI with all available information regarding the reasons for such delay. Such notice shall not constitute a waiver by CMI of transportationany of Seller's obligations hereunder. If only a portion of the products specified in this Purchase Order is available for shipment to meet the delivery date specified in this Purchase Order ("Delivery Date"), then all shipping expenses Seller shall be assumed by notify CMI and, unless CMI instructs otherwise, (i) ship the available products in time to ensure timely delivery and (ii) ship, at Seller's own costs, the remaining portion of the products as soon as such products become available to Seller. Unless otherwise stated expressly agreed to in the Orderwriting, all Goods will be shipped FCA shipment point. FCA products delivered to CMI shall be interpreted F.O.B. CMI's ship‐to address set forth in accordance with the version of Incoterms valid at the time of the Seller’s acceptance of the Orderthis Purchase Order without charge to CMI for crating or storage. The Seller All customs, duties, costs, taxes, insurance premiums, and other expenses relating to such transportation and delivery shall be responsible for preparing and filing all export documentation for all shipments. The Company shall not be obligated to accept early deliveries, partial deliveries or excess deliveries. If Goods are incorrectly delivered, the Seller shall be responsible for any additional expense incurred in delivering the Goods to the correct destination. The delivery date set forth on the Order is of the essence of the Contractpaid solely by Seller. If the specified mode of transportation would not permit Seller anticipates that it will not be able to meet the Delivery Date, Seller shall ship such products by air freight or other expedient means acceptable to CMI, and Seller shall pay the difference in cost of freight. If Seller fails to deliver the products and/or services ordered by CMI on or before the Delivery Date, CMI may terminate this Purchase Order. If the products and/or services ordered by CMI are in excess of the amounts stated on this Purchase Order or are delivered more than three (3) business days prior to the Delivery Date, CMI may either reject such products and/or services and return the shipment to Seller or accept the products and/or services pursuant to Section 7. Such shipments will be held at Seller's risk and expense including storage charges while awaiting Seller's shipping instructions. Goods upon for which return shipping instructions are not received within a reasonable time may be destroyed or, in CMI's sole discretion, sold by CMI and the agreed delivery dateproceeds, then the if any, applied toward storage charges. Seller shall immediately notify not, without CMI's prior written consent, commence to manufacture or procure any of the Company thereof products specified in writing; providedthis Purchase Order in advance of Seller's normal lead time for such products. In the absence of CMI's prior written consent, howeverCMI shall have no obligations, that such notice shall not relieve in the Seller event of its responsibilities and liabilities termination or a change of this Purchase Order, with respect to on-any products manufactured or procured in advance of Seller's normal lead time delivery hereunderfor such products. In such event, the Company Notice under this section may request be given via facsimile (provided that the Seller expedite delivery to the maximum extent possible at the Seller’s sole expense. If the Seller does not deliver the Goods by the agreed delivery date, then the Company shall be entitled to liquidated damages as agreed between the parties, up to and including the total Order value. Notwithstanding the foregoing, the Company reserves the right to claim repayment for any and all costs, losses, expenses and damages incurred by the Company that are attributable to the Seller’s delay in delivery. Such liquidated damages shall be paid at the Company’s written demand. Partial deliveries shall not relieve the Seller from liability for any late delivery hereunder. If the Seller discovers that it has shipped any non-conforming Goods to the Company, it shall immediately (and not more than 24 hours after such discovery) notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller receipt of its responsibilities and liabilities with respect to defective goods hereundertransmission is confirmed).

Shipment and Delivery. Seller grants the Company the right at any time to specify the carrier and/or method of transportation to be employed in conveying any part or all of the Goods covered herein. In the event that Seller uses an unauthorized carrier and/or method of transportation, then all shipping expenses shall be assumed by Seller. Unless otherwise stated in the Order, all Goods will be shipped FCA shipment point. FCA shall be interpreted in accordance with the version of Incoterms valid at the time of the Seller’s acceptance of the Order. The Seller shall be responsible for preparing and filing all export documentation for all shipments. The Company shall not be obligated to accept early deliveries, partial deliveries or excess deliveries. If Goods are incorrectly delivered, the Seller shall be responsible for any additional expense incurred in delivering the Goods to the correct destination. The delivery date set forth on the Order is of the essence of the Contract. If the Seller anticipates that it will not be able to deliver the Goods upon the agreed delivery date, then the Seller shall immediately notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to on-time delivery hereunder. In such event, the Company may request that the Seller expedite delivery to the maximum extent possible at the Seller’s sole expense. If the Seller does not deliver the Goods by the agreed delivery date, then the Company shall be entitled to liquidated damages as agreed between the parties, up to and including the total Order value. Notwithstanding the foregoing, the Company reserves the right to claim repayment for any and all costs, losses, expenses and damages incurred by the Company that are attributable to the Seller’s delay in delivery. Such liquidated damages shall be paid at the Company’s written demand. Partial deliveries shall not relieve the Seller from liability for any late delivery hereunder. If the Seller discovers that it has shipped any non-conforming Goods to the Company, it shall immediately (and not more than 24 hours after such discovery) notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to defective goods hereunder.

Shipment and Delivery. Seller grants Bioverativ shall arrange the Company shipment of each order of Drug Product or Finished Goods via a Third Party Carrier it selects to the location designated in the Binding Purchase Order no later than (i) upon the expiration of the forty-five (45) day review period set forth in Section 9.2(c)(ii)(A) if Bioverativ has not furnished to Biogen a rejection notice within such period, or (ii) in the case of disputed Drug Product or Finished Goods, the date the DP/FG Testing Laboratory determines that the Drug Product or Finished Goods complies with the Drug Product or Finished Goods Specifications. If Bioverativ fails to arrange for timely shipment, Biogen shall have the right at any time to arrange for such shipment and invoice Bioverativ for the shipment costs. If Bioverativ fails to specify the carrier and/or method of transportation to be employed a delivery location in conveying any part or all of the Goods covered herein. In the event that Seller uses an unauthorized carrier and/or method of transportationBinding Purchase Order, then all shipping expenses Biogen shall be assumed entitled to either ship to the location last specified in any Binding Purchase Order and invoice Bioverativ for the shipment costs or to store or arrange for a Third Party to store such Drug Product or Finished Goods at Bioverativ’s expense, which storage costs shall be invoiced to and payable by SellerBioverativ on a monthly basis within ten days after the date of invoice. Unless otherwise stated agreed prior, the delivery terms shall be FCA (Incoterms 2010) Facility for Drug Product or Finished Goods, as applicable. For clarity, title to and risk of loss in the OrderDrug Product or Finished Goods (as distinct from title and risk of loss in the Drug Substance, all which is governed by Section 9.1(d)) shall transfer to Bioverativ upon the Drug Product or Finished Goods will be shipped FCA shipment point. FCA shall be interpreted in accordance with being made available to the version of Incoterms valid Third Party Carrier at the time of the Seller’s acceptance of the Order. The Seller Facility for Drug Product or Finished Goods, as applicable, and Bioverativ shall be responsible for preparing and filing all export documentation obtaining insurance for all shipmentsthe Drug Product from that time onward. The Company shall not be obligated to accept early deliveries, partial deliveries or excess deliveries. If Goods are incorrectly delivered, the Seller Bioverativ shall be responsible for all delivery charges, duties or other export or import fees or charges, and any additional expense incurred in delivering other costs associated with the Goods to the correct destination. The delivery date set forth on the Order is export, import or carriage of the essence of the ContractDrug Product. If the Seller anticipates that it will not be able to deliver the Goods upon the agreed delivery date, then the Seller Biogen shall immediately notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities comply with respect to on-time delivery hereunder. In such event, the Company may request that the Seller expedite delivery to the maximum extent possible at the Seller’s sole expense. If the Seller does not deliver the Goods by the agreed delivery date, then the Company shall be entitled to liquidated damages as agreed between the parties, up to and including the total Order value. Notwithstanding the foregoing, the Company reserves the right to claim repayment for any and all costs, losses, expenses and damages incurred by the Company that are attributable to the Seller’s delay in delivery. Such liquidated damages shall be paid at the CompanyBioverativ’s written demand. Partial deliveries shall not relieve specifications for packaging for the Seller from liability for any late delivery hereunder. If the Seller discovers that it has shipped any non-conforming Goods to the Company, it shall immediately (and not more than 24 hours after such discovery) notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller shipment of its responsibilities and liabilities with respect to defective goods hereunderDrug Product.

Shipment and Delivery. Seller grants the Company the right at any time Unless otherwise expressly agreed in writing by Baralan USA, shipments are made EX WORKS BARALAN USA WAREHOUSE(S) (INCOTERMS 2020). The risk of loss or damage and responsibility shall pass from Baralan USA to specify the carrier and/or method of transportation to be employed in conveying any part or all Buyer upon delivery of the Goods covered hereinto the carrier. In The carrier shall thereafter be deemed to be the event that Seller uses an unauthorized carrier and/or method agent of transportationBuyer and the terms of payment for the Goods shall not be affected by damage to or destruction of the Goods sold. Upon receipt of payment in full by Baralan USA, then title shall also pass to Buyer, subject to any interest of Baralan USA reserved to secure Buyer’s payment or performance. Any claims for shortages or damages suffered in transit are the responsibility of Buyer and shall be submitted by Buyer directly to the carrier. Shortages or damages must be acknowledged and signed for at the time of delivery. While Baralan USA will use all reasonable commercial efforts to maintain the delivery date(s) acknowledged or quoted by Baralan USA, all shipping expenses dates are approximate and not guaranteed. Neither Baralan USA nor it affiliates shall be assumed by Sellerliable for any loss or damage, including loss of income and/or profits, special, incidental, or consequential damages, resulting from Baralan USA’s and/or its affiliates’ delayed performance in shipment and delivery of the Goods and/or performance of Services. Unless otherwise stated in Baralan USA reserves the Order, all Goods will be shipped FCA shipment pointright to make partial shipments. FCA Buyer shall be interpreted accept and pay for partial deliveries and/or performance of Services in accordance with the version prices and terms of Incoterms valid Buyer’s Agreement with Baralan USA. Baralan USA, at the time of the Seller’s acceptance of the Order. The Seller shall be responsible for preparing and filing all export documentation for all shipments. The Company its option, shall not be obligated bound to accept early deliveries, partial deliveries or excess deliveries. If tender delivery of any Goods are incorrectly delivered, the Seller shall be responsible and/or perform any Services for any additional expense incurred in delivering the Goods to the correct destination. The delivery date set forth on the Order is of the essence of the Contractwhich Buyer has not provided accurate shipping instructions. If the Seller anticipates that it will not be able to deliver shipment of the Goods upon the agreed delivery dateand/or performance of Services is/are postponed or delayed by Buyer for any reason, including but not limited to, Buyer providing Baralan USA with inaccurate shipping instructions, then the Seller shall immediately notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities Buyer agrees to reimburse and liabilities with respect to on-time delivery hereunder. In such event, the Company may request that the Seller expedite delivery to the maximum extent possible at the Seller’s sole expense. If the Seller does not deliver the Goods by the agreed delivery date, then the Company shall be entitled to liquidated damages as agreed between the parties, up to and including the total Order value. Notwithstanding the foregoing, the Company reserves the right to claim repayment indemnify Baralan USA for any and all costs, losses, transport and/or storage costs and other additional and incidental expenses and damages incurred by the Company that are attributable to the Seller’s delay in delivery. Such liquidated damages shall be paid at the Company’s written demand. Partial deliveries shall not relieve the Seller from liability for any late delivery hereunder. If the Seller discovers that it has shipped any non-conforming Goods to the Company, it shall immediately (and not more than 24 hours after such discovery) notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to defective goods hereunderresulting therefrom.

Shipment and Delivery. Seller grants shall deliver the Company Products in the right at quantities and on the date(s) specified as the Due Date in the Purchase Order or as otherwise agreed in writing by the parties (the “Due Date”). If no Due Date is specified, Seller shall deliver the Products within thirty (30) days of Xxxxx’x submission of its Purchase Order to Seller, via email, EDI or facsimile. If Seller fails to deliver the Products in full on the Due Date, Xxxxx may terminate these Terms and/or the applicable Purchase Order immediately by providing written notice to Seller and Seller shall reimburse and indemnify Xxxxx against any time losses, claims, damages, and reasonable costs and expenses directly attributable to specify Seller’s failure to deliver the carrier and/or method Products on the Due Date. Seller shall deliver all Products to the shipping address specified in the Purchase Order (the “Delivery Point”) during Xxxxx’x normal business hours or as otherwise instructed by Xxxxx. Seller shall pack all goods for shipment according to Xxxxx’x instructions or, if there are no instructions, in a manner sufficient to ensure that the Products are delivered in undamaged condition. Seller must provide Xxxxx prior written notice if it requires Xxxxx to return any packaging material. Any return of transportation to be employed in conveying any part or all of the Goods covered herein. In the event that Seller uses an unauthorized carrier and/or method of transportation, then all shipping expenses such packaging material shall be assumed by made at Seller’s risk of loss and expense. Unless otherwise stated in Seller shall provide the Order, all Goods will be shipped FCA shipment point. FCA shall be interpreted Services to Xxxxx as described and in accordance with the version of Incoterms valid at the time of the Seller’s acceptance of the Order. The Seller shall be responsible for preparing and filing all export documentation for all shipments. The Company shall not be obligated to accept early deliveries, partial deliveries or excess deliveries. If Goods are incorrectly delivered, the Seller shall be responsible for any additional expense incurred in delivering the Goods to the correct destination. The delivery date schedule set forth on the Order applicable Purchase Order. Seller acknowledges that time is of the essence with respect to Seller’s obligations hereunder and the timely delivery of the ContractProducts and Services, including all performance dates, timetables, project milestones and other requirements in the Purchase Order and these Terms. If Except as otherwise provided in the Purchase Order, Seller anticipates that it shall ship the Products to Xxxxx’x facility, FCA (Incoterms 2020). Shipments and packaging will comply with Xxxxx’x packaging guidelines and shall comply with applicable law. Shipments sent C.O.D. without Xxxxx’x written consent will not be able to deliver the Goods upon the agreed delivery date, then the Seller shall immediately notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities accepted and liabilities with respect to on-time delivery hereunder. In such event, the Company may request that the Seller expedite delivery to the maximum extent possible will be at the Seller’s sole expenserisk. Shipments will comply with Xxxxx’x freight routing guides when using Xxxxx’x freight accounts. If the Seller does freight policy is not deliver the Goods properly followed by the agreed delivery dateSeller, then the Company shall be entitled to liquidated damages as agreed between the parties, up to and including the total Order value. Notwithstanding the foregoing, the Company Xxxxx reserves the right to claim repayment for any and all costs, losses, expenses and damages incurred by the Company that are attributable to the Seller’s delay in delivery. Such liquidated damages shall be paid at the Company’s written demand. Partial deliveries shall not relieve charge back the Seller from liability for any late delivery hereunderfreight expenses. If Seller is unable to meet the required Due Date with normal modes of transportation, Seller discovers that it has shipped any non-conforming Goods to the Company, it shall immediately (and not more than 24 hours after such discovery) notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities is responsible for all costs associated with respect to defective goods hereunderexpedited freight.

Shipment and Delivery. Seller grants All goods made the Company the right at any time to specify the carrier and/or method of transportation subject hereof are to be employed suitably prepared and packaged for shipment in conveying any part accordance with good commercial practice so as to effect safe delivery and freedom from weather or all of other damage and to meet the Goods covered hereincarrier’s requirements. In the event that Seller uses an unauthorized carrier and/or method of transportationAll damages to such goods occurring prior to delivery will be charged to Vendor. No charges will be allowed for packing, then all shipping expenses shall be assumed by Seller. Unless otherwise crating or carriage unless stated in the OrderAgreement. If, all Goods will be shipped FCA shipment point. FCA in order to comply with NBU’s required delivery date, it becomes necessary for Vendor to ship by a more expensive way than specified in the Agreement any such increased transportation costs shall be interpreted paid by Vendor. All deliveries shall be f.o.b. point designated in these Additional Terms and Conditions or as specified in writing by NBU. Cost of all return shipments, for whatever reason returned, shall be borne by Vendor with title and risk of loss passing at NBU’s point of shipment, unless otherwise specified by NBU at the time of return. INSPECTION: NBU shall have a reasonable time after delivery or performance to inspect the goods delivered or the services performed. All such goods or services must conform to the specifications, instructions, drawings and data set forth in the Agreement and Quote. NBU may reject and refuse acceptance of any goods or services which do not so conform. NBU shall notify Vendor of such rejection by either written notice or by the return to Vendor of the rejected goods. Vendor shall be solely responsible for any risk and cost or expenses associated with return of rejected or nonconforming goods. REJECTION OF MATERIALS AND WORKMANSHIP: NBU shall have the right to reject furnished goods and workmanship that are defective or otherwise fail to meet the terms and conditions of the Agreement and require their correction. Rejected goods shall be satisfactorily replaced with proper goods without charge to NBU, and Vendor shall promptly segregate and remove rejected goods from the point designated. If Vendor does not correct defective workmanship or replace the rejected goods within a reasonable time, NBU may do so and charge all costs, damages, fees, and expenses to Vendor including, without limitation actual, consequential and incidental damages. SHOP DRAWINGS, SUBMITTALS, QUALITY OF GOODS: Vendor shall confirm that all materials are in strict accordance with the Agreement and Quote. Where required, prior to shipment, Vendor shall provide shop drawings or submittals sufficient to demonstrate compliance with the Agreement for NBU’s review and approval. A failure of NBU during the progress of the work to discover or reject goods not in accordance with the version of Incoterms valid at the time of the Seller’s acceptance of the Order. The Seller shall be responsible for preparing and filing all export documentation for all shipments. The Company Agreement shall not be obligated to accept early deliveries, partial deliveries deemed an acceptance thereof or excess deliveriesa waiver of defects therein. If Goods are incorrectly delivered, the Seller No payment or use of goods provided by Vendor shall be responsible for any additional expense incurred construed as an acceptance of goods which are not strictly in delivering accordance with the Goods to the correct destination. The delivery date set forth on the Order is of the essence of the Contract. If the Seller anticipates that it will not be able to deliver the Goods upon the agreed delivery date, then the Seller shall immediately notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to on-time delivery hereunder. In such event, the Company may request that the Seller expedite delivery to the maximum extent possible at the Seller’s sole expense. If the Seller does not deliver the Goods by the agreed delivery date, then the Company shall be entitled to liquidated damages as agreed between the parties, up to and including the total Order value. Notwithstanding the foregoing, the Company reserves the right to claim repayment for any and all costs, losses, expenses and damages incurred by the Company that are attributable to the Seller’s delay in delivery. Such liquidated damages shall be paid at the Company’s written demand. Partial deliveries shall not relieve the Seller from liability for any late delivery hereunder. If the Seller discovers that it has shipped any non-conforming Goods to the Company, it shall immediately (and not more than 24 hours after such discovery) notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to defective goods hereunderAgreement.

Shipment and Delivery. Seller grants 8.1 Credits and any other benefits resulting or arising from Buyer's purchase of any Logistics, and any attaching or related Deliverables, (including any trade credits, export credits, refund of duties, taxes or fees) will be the Company entitlement of Buyer unless applicable laws mandate to the right at any time to specify the carrier and/or method of transportation contrary. Any and all taxes and customs duties (if any) to be employed in conveying any part or all of the Goods covered herein. In the event that levied on Seller uses an unauthorized carrier and/or method of transportation, then all shipping expenses shall be assumed by Seller. Unless otherwise stated in the Order, all Goods will be shipped FCA shipment point. FCA shall be interpreted in accordance with such laws shall be paid by Seller and Seller shall not request Buyer to pay any such taxes and customs duties. 8.2 Where applicable in the version provision of Incoterms valid the Logistics as per this Agreement for Logistics, with each delivery or shipment of Deliverables, Seller will provide an itemized packing slip showing (as applicable) (i) description of Deliverables and quantities (ii) parts numbers (iii) identification and numbering of relevant Ancillary Agreement (iv) Seller's full name and address and (v) any and all other documentation necessary or desirable to effect and complete timely delivery, shipment, or any other terms of this Agreement for Logistics and any Ancillary Agreement. 8.3 Where applicable in the provision of the Logistics as per this Agreement for Logistics, Seller shall ensure Deliverables are properly and securely packed in a manner suitable for storage and transport, marked and labelled and due inspection to be carried out in this regard prior to commencement of delivery or shipment in accordance with applicable industry standards, Buyer's packaging guidelines and/or carrier's own requirements. At all times Seller shall ensure that Deliverables are delivered in a timely manner, without any loss or damage, in clean good order and condition, and at the time of lowest possible delivery or shipping cost. Any existing and/or potential defect and/or concern shall be notified to the Buyer without delay. If no defect and/or concern is notified by the Seller’s acceptance of , the Order. The Seller Deliverables shall be responsible for preparing deemed to be appropriately packed, marked and filing all export documentation for all shipmentshanded over and it shall be considered that in a more general way no defect was detected. The Company In such a case Seller waives any claims towards Buyer related to existence of an inappropriate packaging, marking and/or hand over and shall not be obligated to accept early deliveries, partial deliveries or excess deliveries. If Goods are incorrectly delivered, the Seller shall be responsible for any additional expense incurred in delivering the Goods to the correct destination. The delivery date set forth on the Order is of the essence of the Contract. If the Seller anticipates that it will not be able to deliver the Goods upon the agreed delivery date, then the Seller shall immediately notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to on-time delivery hereunder. In such event, the Company may request that the Seller expedite delivery to the maximum extent possible at the Seller’s sole expense. If the Seller does not deliver the Goods by the agreed delivery date, then the Company shall be entitled to liquidated damages raise those as agreed between the partiesreasons in order to exclude and/or limit its liability. 8. Envío y Entrega 8.1 Los créditos y cualquier otro beneficio resultando o surgiendo de la compra del Comprador de cualquier Logística, up to and including the total Order valuey cualquier producto adjunto o relacionado, (incluyendo créditos comerciales, créditos de exportación, reembolso de derechos, impuestos u honorarios) será el derecho del Comprador a menos que las leyes aplicables dicten lo contrario. Notwithstanding the foregoingTodos los impuestos y derechos arancelarios (si los hubiere) que se impongan al Vendedor de conformidad con dichas leyes serán pagados por el Vendedor y el Vendedor no pedirá al Comprador que pague dichos impuestos y derechos arancelarios. 8.2 Cuando sea aplicable en la prestación de la Logística según este Contrato para Logística, the Company reserves the right to claim repayment for any and all costscon cada entrega o envío de Entregables, lossesel Vendedor proporcionará una hoja de embalaje detallada mostrando (según sea aplicable) (i) descripción de los Entregables y cantidades (ii) números de partes (iii) identificación y numeración del Contrato Suplementario (iv) nombre y dirección completa del Vendedor y (v) toda y cualquier otra documentación necesaria o deseable para efectuar y completar la entrega, expenses and damages incurred by the Company that are attributable to the Seller’s delay in deliveryel envío o cualquier otro término del presente Contrato para Logística y cualquier otro Contrato Suplementario. Such liquidated damages shall be paid at the Company’s written demand8.3 Cuando sea aplicable en la prestación de la Logística según este Contrato para Logística, el Vendedor garantizará que los Entregables xxxx empacados adecuadamente y de forma xxxxxx xx xxxxxx apropiada para el almacenamiento y transporte, marcados y etiquetados e inspeccionados con respecto antes del inicio de la entrega o envío de conformidad con las normas de la industria aplicables, los lineamientos de embalaje del Comprador y/o los requisitos propios del transportista. Partial deliveries shall not relieve the Seller from liability for any late delivery hereunderEn todo momento, el Vendedor se asegurará de que los Entregables se entreguen de manera oportuna, sin pérdidas ni xxxxx, en buen estado y condición y xx xxxxx costo posible de entrega o envío. If the Seller discovers that it has shipped any non-conforming Goods to the CompanyCualquier defecto existente y/o potencial será notificado sin demora al Comprador. Si el Vendedor no notifica ningún defecto y/o preocupación, it shall immediately (and not more than 24 hours after such discovery) notify the Company thereof in writing; providedlos Entregables se considerarán como adecuadamente empacados, howevermarcados y entregados y se considerará que, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to defective goods hereunderde manera más general, no se detectó ningún defecto. En xxx xxxx, el Vendedor renuncia a cualquier reclamo respecto al Comprador relacionado con la existencia de un embalaje, marcado y/o entrega inapropiados y no tendrá derecho a plantearlos como razones para excluir y/o limitar su responsabilidad.

Shipment and Delivery. Delivery dates are firm and TIME IS OF THE ESSENCE WITH RESPECT TO DELIVERY. Seller grants will promptly notify Purchaser in writing if Seller anticipates difficulty in complying with a required delivery date and will use all commercially reasonable efforts to meet the Company required delivery date. Purchaser has no obligation to accept deliveries that are not made on the right at any time required delivery date. If Seller fails to specify the carrier and/or method of transportation to be employed in conveying any part meet a required delivery date, Purchaser may procure replacement products or all of the Goods covered hereinservices. In the event that Seller uses an unauthorized carrier and/or method of transportation, then all shipping expenses shall be assumed by Seller. Unless otherwise stated in the Order, all Goods will be shipped FCA shipment point. FCA shall be interpreted in accordance with the version of Incoterms valid at the time of the Seller’s acceptance of the Order. The Seller shall be responsible for preparing and filing all export documentation for all shipmentscosts incurred by Purchaser as a result of early or late deliveries. The Company Seller shall not ship excess quantities without Purchaser’s prior approval. Purchaser shall not be obligated to accept early deliveriesuntimely, partial deliveries excess or excess deliveriesunder shipments and such shipments in whole or in part may, at Purchaser’s option be returned to Seller, or held for disposition at Seller’s expense and risk. Seller shall comply in all respects with any delivery requirements established by Purchaser or that may be required at a Delivery Location, provided that Seller is notified in advance of any such requirement(s). Seller shall properly xxxx, xxxx and ship Products as instructed by Purchaser and otherwise in accordance with applicable Law and industry standards. If Goods are incorrectly delivered, the Seller shall be responsible for any additional expense incurred in delivering the Goods to the correct destination. The delivery date set forth on the Order is of the essence of the Contract. If the Seller anticipates that it will not be able to deliver the Goods upon the agreed delivery date, then the Seller shall immediately notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to on-time delivery hereunder. In such event, the Company may request that the Seller expedite delivery to the maximum extent possible at the Seller’s sole expense. If the Seller does not deliver comply with any of its delivery obligations under this Purchase Order, Purchaser may, in Purchaser's sole discretion and at Seller's sole cost and expense, (a) approve a revised Delivery Date, (b) require expedited or premium shipment, or (c) cancel the Goods by the agreed delivery date, then the Company applicable Purchaser Order. Title to all Seller Cylinders shall be entitled to liquidated damages as agreed between the parties, up to and including the total Order value. Notwithstanding the foregoing, the Company reserves the right to claim repayment for any and all costs, losses, expenses and damages incurred by the Company that are attributable to the Seller’s delay in delivery. Such liquidated damages shall be paid at the Company’s written demand. Partial deliveries shall not relieve remain with the Seller from liability at all times. Seller is responsible for any late delivery hereunderall damages to Purchaser cylinders. If a cylinder is damaged beyond repair, Seller shall pay Purchaser full replacement value of such cylinder. If a cylinder is damaged and can be repaired (as determined by Purchaser) then Seller shall pay Purchaser the Seller discovers that it has shipped any non-conforming Goods to the Company, it shall immediately (and not more than 24 hours after actual cost of such discovery) notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to defective goods hereunderrepair.

Shipment and Delivery. Seller grants the Company the right at any time to specify the carrier and/or method of transportation to be employed in conveying any part or all Time is of the Goods covered hereinessence. In the event Quantities and delivery schedules must be as specified in this Purchase Order, provided that Seller uses an unauthorized carrier and/or method of transportationif quantities or delivery schedules are not specified in this Purchase Order, then all shipping expenses they shall be assumed as directed by SellerPurchaser in one or more releases or like communications. Unless otherwise stated in the Order, all Goods will be shipped FCA shipment point. FCA shall be interpreted in accordance with the version of Incoterms valid at the time of the Seller’s acceptance of the Order. The Seller shall be responsible for preparing and filing all export documentation for all shipments. The Company Purchaser shall not be obligated to accept early deliveriesuntimely (including advance), partial deliveries excess or excess deliveriesunder shipments and/or performance and such shipments and/or the work product associated with such performance in whole or in part may, at Purchaser’s option, be returned to Seller or held for disposition at Seller’s expense and risk. If Goods are incorrectly delivered, the Seller shall not insure any shipments, or declare excess valuation on express shipments, for Purchaser’s account. Seller will be responsible for charged with any additional expense Liabilities and/or Expenses suffered or incurred in delivering by Purchaser arising out of Seller’s failure to conform and/or to c omply with Purchaser’s instructions, including Liabilities and/or Expenses related to premium freight procured by Purchaser as a result of Seller’s failure to meet a delivery schedule or otherwise to deliver as requested. Seller shall ensure that the packaging, labeling, and shipping of the Goods to (a) complies with all requirements hereof, of applicable Law, and of all specifications provided by Purchaser and (b) is in accordance with the correct destinationbest commercial practices and protects the Goods from loss or damage. The delivery date No charge will be allowed for packing, boxing, cartage, crating, drayage, demurrage or dunnage unless otherwise set forth on the face of this Purchase Order, but damage to any Goods not packed to ensure protection will be charged to Seller. Each package must contain a memorandum showing shipper’s name, contents of package and Purchaser’s Purchase Order is number. Unless otherwise s pecified on the face of the essence of the Contract. If the Seller anticipates that it will not be able to deliver the Goods upon the agreed delivery datethis Purchase Order, then the Seller shall immediately notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to on-time delivery hereunder. In such event, the Company may request that the Seller expedite delivery to the maximum extent possible at the Seller’s sole expense. If the Seller does not deliver the Goods by the agreed delivery date, then the Company shipments shall be entitled made F.O.B. (U.C.C.) Destination for deliveries within the U.S. and DDP Destination (Incoterms 2010) for other deliveries; title to liquidated damages as agreed between the parties, up Goods passes to Purchaser upon acceptance and including the total Order valueSeller pays all freight and related charges and is responsible for filing loss and damage claims prior to acceptance of delivery at destination by Purchaser. Notwithstanding the foregoing, title and risk of loss for Goods subject to a consignment agreement pass upon release of the Company reserves Goods from the right to claim repayment consigned stock. In the event transportation is performed by a carrier retained by or for Purchaser, Seller will provide the carrier with all necessary handling and other information in accordance with and/or necessary for compliance with applicable Law. Without limiting the obligations of Seller under Section (6) of these Terms and Conditions, Seller shall notify Purchaser, immediately and in writing, of any and all costs, losses, expenses and damages incurred by the Company that are attributable to the Seller’s actual or potential delay in delivery. Such liquidated damages shall be paid at the Company’s written demand. Partial deliveries shall not relieve the Seller from liability for any late delivery hereunder. If the Seller discovers that it has shipped any non-conforming Goods to the Company, it shall immediately (and not more than 24 hours after such discovery) notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to defective goods hereunderor shipment.

Shipment and Delivery. Seller grants the Company the right at any time to specify the carrier and/or method of transportation to be employed in conveying any part or all of the Goods covered herein. In the event that Seller uses an unauthorized carrier and/or method of transportation, then all shipping expenses shall be assumed by Seller. Unless otherwise stated agreed by the parties in the Orderwriting, all Goods Products will be shipped FCA origin (Seller’s facility) (Incoterms 2020). Seller may, in its sole discretion, without liability or penalty make partial shipments of Products to Purchaser. Each shipment point. FCA will constitute a separate sale and Purchaser shall be interpreted pay for the Products shipped, in accordance with the version payment terms specified in Section 4, whether such shipment is in whole or partial fulfillment of Incoterms valid at the time of the Seller’s acceptance of the Orderan order. The Seller shall be responsible for preparing and filing all export documentation for all shipments. The Company Purchaser shall not be obligated permitted to accept early deliveries, reject a partial deliveries or excess deliveries. If Goods are incorrectly delivered, the Seller shall be responsible for any additional expense incurred in delivering the Goods to the correct destination. The delivery date set forth shipment on the Order is of basis that it does not meet the essence of the Contractexact quantity specified in an order. If the parties agree that Purchaser will arrange for shipping of the Products, then Seller anticipates that it will notify Purchaser when the Products are ready for shipment and Purchaser must arrange for such Products to be shipped within five days of such notice. If Purchaser does not arrange for shipment within five days of receiving notice from Seller, Seller may, in its sole discretion, (a) ship the Products to Purchaser at Purchaser’s cost OR (b) warehouse Purchaser’s Products at Purchaser’s cost. Seller will select the carrier and ship “Prepaid and Add” but shall not be able deemed thereby to deliver assume any liability or risk of loss in connection with the Goods shipment nor shall the carrier be construed to be the agent of Seller. Purchaser must provide its own insurance. Title and risk of loss or damage to all Products sold hereunder shall pass from Seller to Purchaser upon delivery by Seller to the agreed possession of the carrier, provided that Seller reserves a purchase money security interest in the Products. Any claims for loss, damage or mis-delivery date, then thereafter shall be filed by Purchaser with the carrier. All Products shall be deemed finally inspected and accepted within 10 days after delivery unless notice of rejection is given in writing to Seller within such period. Acceptance shall immediately notify the Company thereof in writing; provided, however, that such notice shall not relieve the constitute acknowledgement of full performance by Seller of its responsibilities all obligations under the order and liabilities with respect to on-time delivery hereunder. In such event, the Company may request that the Seller expedite delivery to the maximum extent possible at the Seller’s sole expense. If the Seller does not deliver the Goods by the agreed delivery date, then the Company shall be entitled to liquidated damages Terms except as agreed between the parties, up to and including the total Order value. Notwithstanding the foregoing, the Company reserves the right to claim repayment for any and all costs, losses, expenses and damages incurred by the Company that are attributable to the Seller’s delay stated in delivery. Such liquidated damages shall be paid at the Company’s written demand. Partial deliveries shall not relieve the Seller from liability for any late delivery hereunder. If the Seller discovers that it has shipped any non-conforming Goods to the Company, it shall immediately (and not more than 24 hours after such discovery) notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to defective goods hereunderS ection 12.

Shipment and Delivery. Seller grants All goods made the Company the right at any time to specify the carrier and/or method of transportation subject hereof are to be employed suitably prepared and packaged for shipment in conveying any part accordance with good commercial practice so as to effect safe delivery and freedom from weather or all of other damage and to meet the Goods covered hereincarrier’s requirements. In the event that Seller uses an unauthorized carrier and/or method of transportationAll damages to such goods occurring prior to delivery will be charged to Vendor. No charges will be allowed for packing, then all shipping expenses shall be assumed by Seller. Unless otherwise crating or carriage unless stated in the OrderAgreement. If, all Goods will be shipped FCA shipment point. FCA in order to comply with NBU’s required delivery date, it becomes necessary for Vendor to ship by a more expensive way than specified in the Agreement any such increased transportation costs shall be interpreted paid by Vendor. All deliveries shall be f.o.b point designated in these Additional Terms and Conditions or as specified in writing by NBU. Cost of all return shipments, for whatever reason returned, shall be borne by Vendor with title and risk of loss passing at NBU’s point of shipment, unless otherwise specified by NBU at the time of return. INSPECTION: NBU shall have a reasonable time after delivery or performance to inspect the items delivered or the services performed. All such items or services must conform to the specifications, instructions, drawings and data set forth in the Agreement and Service Agreement Addendum Number 1. NBU may reject and refuse acceptance of any items or services which do not so conform. NBU shall notify Vendor of such rejection by either notice in writing and by the return to Vendor of the rejected items at Vendor’s expense and risk. REJECTION OF MATERIALS AND WORKMANSHIP: NBU shall have the right to reject furnished materials and workmanship that are defective or otherwise fail to meet the terms and conditions of the Agreement and require their correction. Rejected goods shall be satisfactorily replaced with proper materials without charge to NBU, and Vendor shall promptly segregate and remove rejected materials from the point designated. If Vendor does not correct defective workmanship or replace the rejected materials within a reasonable time, NBU may do so and charge all costs, damages, fees, and expenses to Vendor including, without limitation actual, consequential and incidental damages. SHOP DRAWINGS, SUBMITTALS, QUALITY OF GOODS: Vendor shall confirm that all materials are in strict accordance with the Agreement and Service Agreement Addendum Number 1. Where required, prior to shipment, Vendor shall provide shop drawings or submittals sufficient to demonstrate compliance with the Agreement for NBU’s review and approval. A failure of NBU during the progress of the work to discover or reject materials not in accordance with the version of Incoterms valid at the time of the Seller’s acceptance of the Order. The Seller shall be responsible for preparing and filing all export documentation for all shipments. The Company Agreement shall not be obligated to accept early deliveries, partial deliveries deemed an acceptance thereof or excess deliveriesa waiver of defects therein. If Goods are incorrectly delivered, the Seller No payment or use of goods provided by Vendor shall be responsible construed as an acceptance of materials which are not strictly in accordance with the Agreement. INDEMNIFICATION: TO THE FULLEST EXTENT PERMITTED BY LAW, VENDOR SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS NBU AND ITS OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES, EMPLOYEES FROM AND AGAINST ALL CLAIMS, LOSSES, EXPENSES, COSTS, DEMANDS, SUITS, CAUSES OF ACTION, AND DAMAGES, INCLUDING WITHOUT LIMITATION, ATTORNEY’S FEES, ENGINEERING OR OTHER CONSULTANTS’ FEES, OF ANY KIND RESULTING FROM VENDOR’S PERFORMANCE OR NONPERFORMANCE OF ITS OBLIGATIONS PURSUANT TO THIS AGREEMENT, FAILURE OF GOODS, OR ACTS RESULTING IN BODILY INJURY OR PROPERTY DAMAGE, BUT ONLY TO THE EXTENT OF THE NEGLIGENCE OR OTHER FAULT OF VENDOR, ITS AGENTS, REPRESENTATIVES, EMPLOYEES OR SUBCONTRACTORS OF ANY TIER. FOR CLARITY, FUELING STATIONS ARE NOT SUBCONTRACTORS OF VENDOR. NO DAMAGES FOR DELAY: Vendor shall have no right to claim any damages against NBU, including consequential or incidental damages, as a result of delay. Extension of time for any additional expense incurred in delivering the Goods Vendor’s performance is conditioned upon NBU’s approval of an extension of time to the correct destinationcontract or delays claimed by Vendor. The delivery date set forth on the Order is Failure of the essence of the Contract. If the Seller anticipates that it will not be able Vendor to deliver the Goods upon the agreed delivery date, then the Seller shall immediately notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to on-time delivery hereunder. In such event, the Company may request that the Seller expedite delivery to the maximum extent possible at the Seller’s sole expense. If the Seller does not deliver the Goods by the agreed delivery date, then the Company make a claim promptly shall be entitled to liquidated damages as agreed between the parties, up to and including the total Order value. Notwithstanding the foregoing, the Company reserves deemed a waiver of the right to a claim repayment for an extension of time for the particular cause. TERMINATION: NBU may terminate this Agreement or any part thereof for cause in the event of any default by Vendor, or if Vendor fails to comply with any of the terms and conditions of this Agreement. The Uniform Commercial Code of the State of Texas (“UCC”) shall apply to NBU’s rights and remedies under commercial transactions. NBU reserves all costsrights, lossesremedies, expenses and damages incurred warranties, express and implied, under the UCC. Vendor may not terminate this Agreement unless NBU fails to provide payment for goods and/or associated services expressly accepted by NBU. TAXES: NBU is exempted from all city, state, and federal excise taxes. DO NOT include tax on your invoice. NBU’s Federal ID Number is 00-0000000. However, NBU agrees taxes assessed on fuel purchases while using the Company fuel card(s) provided by Vendor are acceptable charges that are attributable NBU will fully reimburse to the Seller’s delay in delivery. Such liquidated damages shall be paid at the Company’s written demand. Partial deliveries shall not relieve the Seller from liability for any late delivery hereunder. If the Seller discovers that it has shipped any non-conforming Goods to the Company, it shall immediately (and not more than 24 hours after such discovery) notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to defective goods hereunderVendor.

Shipment and Delivery. Seller grants Delivery of the Company Goods shall be made by the right Buyer collecting the Goods at the Company’s premises at any time after the Company has notified the Buyer that the Goods are ready for collection or for some other place for delivery if agreed, by the Company delivering the Goods to specify the carrier and/or method of transportation to be employed in conveying any part or all that place. Any dates quoted for delivery of the Goods covered herein. In are approximate only and the event that Seller uses an unauthorized carrier and/or method of transportation, then all shipping expenses shall be assumed by Seller. Unless otherwise stated in the Order, all Goods will be shipped FCA shipment point. FCA shall be interpreted in accordance with the version of Incoterms valid at the time of the Seller’s acceptance of the Order. The Seller shall be responsible for preparing and filing all export documentation for all shipments. The Company shall not be obligated liable to accept early deliveries, partial deliveries make good any damage or excess deliveriesloss whether arising directly or indirectly from any delay in the delivery of the Goods howsoever caused. If Time for delivery shall not be of the essence unless previously agreed by the Company in writing. The Goods are incorrectly deliveredmay be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Buyer. Where delivery of the Goods is to be made at a place designated by the Buyer, the Seller Buyer must give shipping and/or delivery instructions for the Goods on or before the delivery date. Where the goods are to be delivered in instalments, each delivery shall be responsible for constitute a separate Contract and failure by the Company to deliver any additional expense incurred one or more of the instalments in delivering accordance with these Terms and Conditions or any claim by the Buyer in respect of any one or more of the instalments shall not entitle the Buyer to treat the Contract in whole as repudiated. Standing Orders or fixed quantities of the Goods to be delivered at stated intervals, until further notice may be cancelled by the correct destination. The Buyer or Company giving prior notice in writing to the other to that effect, such notice being equivalent to one such delivery date set forth on the Order is of the essence of the Contractinterval. If the Seller anticipates that it will not be able to deliver Buyer shall make any default in taking delivery of the Goods upon or paying for any instalment thereof or shall commit an act of bankruptcy or insolvency or become subject to any law relating to bankruptcy or insolvency or suffer the agreed delivery date, then the Seller shall immediately notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller levy of any execution or distress on its responsibilities and liabilities with respect to on-time delivery hereunder. In such event, property or assets the Company may request that treat the Seller expedite Contract as repudiated by the Buyer and may cancel any further delivery or deliveries there under without prejudice to any claim or remedy available to the maximum extent possible at the Seller’s sole expenseCompany on respect of any loss or damage thereby suffered. If the Seller does not deliver the Goods by the agreed delivery date, then the Company shall No responsibility will be entitled to liquidated damages as agreed between the parties, up to and including the total Order value. Notwithstanding the foregoing, the Company reserves the right to claim repayment for any and all costs, losses, expenses and damages incurred accepted by the Company that are attributable in relation to any loss or damage to the Seller’s delay in delivery. Such liquidated damages shall be paid at the Company’s written demand. Partial deliveries shall not relieve the Seller from liability for any late delivery hereunder. If the Seller discovers that it has shipped any non-conforming Goods occurring during transit and prior to the Company, it shall immediately (and not more than 24 hours after such discovery) notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to defective goods hereunder.point if delivery unless:

Shipment and Delivery. Seller grants Unless the Company Parties otherwise agree, Wavecom will ship the right at any time Products in high quality commercial packaging sufficient to specify protect the carrier and/or method of transportation Products during shipping and normal handling. Wavecom will ship all Products to be employed either Handspring or the Authorized Manufacturing Partner for delivery on the date set forth in conveying any part or all of the Goods covered herein. In the event that Seller uses an unauthorized carrier and/or method of transportation, then all shipping expenses shall be assumed by Selleraccepted Purchase Order. Unless otherwise stated instructed by Handspring or the Authorized Manufacturing Partner, Wavecom shall ship to the location provided in Handspring's or the Authorized Manufacturing Partner's Purchase Order, all Goods will be shipped FCA Ex Works France, via carrier(s) and freight forwarder(s) of Handspring's choosing, and Wavecom shall insure the Products against normal transportation risks. The cost of shipment point. FCA and insurance, costs of customs, duties and other taxes shall be interpreted in accordance with the version of Incoterms valid at the time of the Seller’s acceptance of the Order. The Seller shall be responsible for preparing and filing all export documentation for all shipments. The Company shall not be obligated to accept early deliveries, partial deliveries or excess deliveries. If Goods are incorrectly delivered, the Seller shall be responsible for any additional expense incurred in delivering the Goods added to the correct destinationpurchase price paid by Handspring or the Authorized Manufacturing Partner. The delivery date set forth on the Order Time is of the essence essence. Failure to meet agreed upon delivery schedules could result in costly delays to Handspring in fulfilling its customer orders; therefore, Wavecom shall notify Handspring or the Authorized Manufacturing Partner of any delay as soon as Wavecom is aware of same and shall use its best efforts to minimize such delay by working reasonable overtime at its own expense and shall notify Handspring another estimated delivery date which shall be no later than ten (10) working days after the Contractinitial scheduled delivery date. If Wavecom fails to meet Handspring's or the Seller anticipates that it will not be able to deliver Authorized Manufacturing Partner's the Goods upon the agreed second delivery datedate on all or any part of any Purchase Order, then Handspring or the Seller shall immediately notify Authorized Manufacturing Partner may terminate the Company thereof in writing; providedapplicable Purchase Order with no liability to Handspring or the Authorized Manufacturing Partner, however, that such notice shall not relieve or require Wavecom to ship on an expedited basis the Seller quantity of its responsibilities Products via premium air transportation and liabilities with respect Handspring's or the Authorized Manufacturing Partner's sole liability to on-time delivery hereunder. In such event, the Company may request that the Seller expedite delivery to the maximum extent possible at the Seller’s sole expense. If the Seller does not deliver the Goods by the agreed delivery date, then the Company Wavecom shall be entitled limited to liquidated damages as agreed between payment for the parties, up to Products received and including the total Order value. Notwithstanding the foregoing, the Company reserves the right to claim repayment for any and all costs, losses, expenses and damages incurred by the Company that are attributable to the Seller’s delay in delivery. Such liquidated damages shall be paid at the Company’s written demand. Partial deliveries shall not relieve the Seller from liability for any late delivery hereunder. If the Seller discovers that it has shipped any non-conforming Goods to the Company, it shall immediately (and not more than 24 hours after such discovery) notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to defective goods hereunderstandard surface freight charges.

Shipment and Delivery. Seller grants shall deliver the Company Products in the right at quantities and on the date(s) specified as the Due Date in the Purchase Order or as otherwise agreed in writing by the parties (the “Due Date”). If no Due Date is specified, Seller shall deliver the Products within thirty (30) days of Xxxxx Marketplace’s submission of its Purchase Order to Seller, via email, EDI or facsimile. If Seller fails to deliver the Products or the Services in full on the Due Date, Xxxxx Marketplace may terminate the applicable Purchase Order immediately by providing written notice to Seller and Seller shall reimburse and indemnify Xxxxx Marketplace against any time losses, claims, damages, and reasonable costs and expenses directly attributable to specify Seller’s failure to deliver the carrier and/or method Products or Services on the Due Date. Seller shall deliver all Products to the shipping address specified in the Purchase Order (the “Delivery Point”) during Xxxxx Marketplace’s normal business hours or as otherwise instructed by Xxxxx Marketplace. Seller shall pack all goods for shipment according to Xxxxx Marketplace’s instructions or, if there are no instructions, in a manner sufficient to ensure that the Products are delivered in undamaged condition. Seller must provide Xxxxx Marketplace prior written notice if it requires Xxxxx Marketplace to return any packaging material. Any return of transportation to be employed in conveying any part or all of the Goods covered herein. In the event that Seller uses an unauthorized carrier and/or method of transportation, then all shipping expenses such packaging material shall be assumed by made at Seller’s risk of loss and expense. Unless otherwise stated in Seller shall provide the Order, all Goods will be shipped FCA shipment point. FCA shall be interpreted Services to Xxxxx Marketplace as described and in accordance with the version of Incoterms valid at the time of the Seller’s acceptance of the Order. The Seller shall be responsible for preparing and filing all export documentation for all shipments. The Company shall not be obligated to accept early deliveries, partial deliveries or excess deliveries. If Goods are incorrectly delivered, the Seller shall be responsible for any additional expense incurred in delivering the Goods to the correct destination. The delivery date schedule set forth on the Order applicable Purchase Order. Seller acknowledges that time is of the essence with respect to Seller’s obligations hereunder and the timely delivery of the ContractProducts and Services, including all performance dates, timetables, project milestones and other requirements in the Purchase Order and these Terms. If Except as otherwise provided in the Purchase Order, Seller anticipates that it shall ship the Products to Xxxxx Marketplace’s facility, FCA (Incoterms 2020). Shipments and packaging will comply with Xxxxx Marketplace’s packaging guidelines and shall comply with applicable law. Shipments sent C.O.D. without Xxxxx Marketplace’s written consent will not be able to deliver the Goods upon the agreed delivery date, then the Seller shall immediately notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities accepted and liabilities with respect to on-time delivery hereunder. In such event, the Company may request that the Seller expedite delivery to the maximum extent possible will be at the Seller’s sole expenserisk. Shipments will comply with Xxxxx Marketplace’s freight routing guides when using Xxxxx Marketplace’s freight accounts. If the Seller does freight policy is not deliver the Goods properly followed by the agreed delivery dateSeller, then the Company shall be entitled to liquidated damages as agreed between the parties, up to and including the total Order value. Notwithstanding the foregoing, the Company Xxxxx Marketplace reserves the right to claim repayment for any and all costs, losses, expenses and damages incurred by the Company that are attributable to the Seller’s delay in delivery. Such liquidated damages shall be paid at the Company’s written demand. Partial deliveries shall not relieve charge back the Seller from liability for any late delivery hereunderfreight expenses. If Seller is unable to meet the required Due Date with normal modes of transportation, Seller discovers that it has shipped any non-conforming Goods to the Company, it shall immediately (and not more than 24 hours after such discovery) notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities is responsible for all costs associated with respect to defective goods hereunderexpedited freight.

Shipment and Delivery. Seller grants All goods made the Company the right at any time to specify the carrier and/or method of transportation subject hereof are to be employed suitably prepared and packaged for shipment in conveying any part accordance with good commercial practice so as to effect safe delivery and freedom from weather or all of other damage and to meet the Goods covered hereincarrier’s requirements. In the event that Seller uses an unauthorized carrier and/or method of transportationAll damages to such goods occurring prior to delivery will be charged to Vendor. No charges will be allowed for packing, then all shipping expenses shall be assumed by Seller. Unless otherwise crating or carriage unless stated in the OrderAgreement. If, all Goods will be shipped FCA shipment point. FCA in order to comply with NBU’s required delivery date, it becomes necessary for Vendor to ship by a more expensive way than specified in the Agreement any such increased transportation costs shall be interpreted paid by Vendor. All deliveries shall be f.o.b point designated in accordance these Additional Terms and Conditions or as specified in writing by NBU. Cost of all return shipments, for whatever reason returned, shall be borne by Vendor with the version title and risk of Incoterms valid loss passing at NBU’s point of shipment, unless otherwise specified by NBU at the time of return. INSPECTION: NBU shall have a reasonable time after delivery or performance to inspect the Seller’s items delivered or the services performed. All such items or services must conform to the specifications, instructions, drawings and data set forth in the Agreement and Quotes number Q01927 and Q01928, both dated 09/14/2022. NBU may reject and refuse acceptance of any items or services which do not so conform. NBU shall notify Vendor of such rejection by either notice in writing and by the Order. The Seller shall be responsible for preparing and filing all export documentation for all shipments. The Company shall not be obligated return to accept early deliveries, partial deliveries or excess deliveries. If Goods are incorrectly delivered, the Seller shall be responsible for any additional expense incurred in delivering the Goods to the correct destination. The delivery date set forth on the Order is Vendor of the essence of the Contractrejected items at Vendor’s expense and risk. If the Seller anticipates that it will not be able to deliver the Goods upon the agreed delivery date, then the Seller REJECTION OF MATERIALS AND WORKMANSHIP: NBU shall immediately notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to on-time delivery hereunder. In such event, the Company may request that the Seller expedite delivery to the maximum extent possible at the Seller’s sole expense. If the Seller does not deliver the Goods by the agreed delivery date, then the Company shall be entitled to liquidated damages as agreed between the parties, up to and including the total Order value. Notwithstanding the foregoing, the Company reserves have the right to claim repayment for any reject furnished materials and workmanship that are defective or otherwise fail to meet the terms and conditions of the Agreement and require their correction. Rejected goods shall be satisfactorily replaced with proper materials without charge to NBU, and Vendor shall promptly segregate and remove rejected materials from the point designated. If Vendor does not correct defective workmanship or replace the rejected materials within a reasonable time, NBU may do so and charge all costs, lossesdamages, fees, and expenses to Vendor including, without limitation actual, consequential and damages incurred by the Company that are attributable to the Seller’s delay in delivery. Such liquidated damages shall be paid at the Company’s written demand. Partial deliveries shall not relieve the Seller from liability for any late delivery hereunder. If the Seller discovers that it has shipped any non-conforming Goods to the Company, it shall immediately (and not more than 24 hours after such discovery) notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to defective goods hereunderincidental damages.

Shipment and Delivery. Seller grants the Company the right at any time to specify the carrier and/or method of transportation to be employed in conveying any part or all Time is of the Goods covered hereinessence. In the event Quantities and delivery schedules must be as specified in this Purchase Order, provided that Seller uses an unauthorized carrier and/or method of transportationif quantities or delivery schedules are not specified in this Purchase Order, then all shipping expenses they shall be assumed as directed by SellerPurchaser in one or more releases or like communications. Unless otherwise stated in the Order, all Goods will be shipped FCA shipment point. FCA shall be interpreted in accordance with the version of Incoterms valid at the time of the Seller’s acceptance of the Order. The Seller shall be responsible for preparing and filing all export documentation for all shipments. The Company Purchaser shall not be obligated to accept early deliveriesuntimely (including advance), partial deliveries excess or excess deliveriesunder shipments and/or performance and such shipments and/or the work product associated with such performance in whole or in part may, at Purchaser’s option, be returned to Seller or held for disposition at Seller’s expense and risk. If Goods are incorrectly delivered, the Seller shall not insure any shipments, or declare excess valuation on express shipments, for Purchaser’s account. Seller will be responsible for charged with any additional expense Liabilities and/or Expenses suffered or incurred in delivering by Purchaser arising out of Seller’s failure to conform and/or to c omply with Purchaser’s instructions, including Liabilities and/or Expenses related to premium freight procured by Purchaser as a result of Seller’s failure to meet a delivery schedule or otherwise to deliver as requested. Seller shall ensure that the packaging, labeling, and shipping of the Goods to (a) complies with all requirements hereof, of applicable Law, and of all specifications provided by Purchaser and (b) is in accordance with the correct destinationbest commercial practices and protects the Goods from loss or damage. The delivery date No charge will be allowed for packing, boxing, cartage, crating, drayage, demurrage or dunnage unless otherwise set forth on the face of this Purchase Order, but damage to any Goods not packed to ensure protection will be charged to Seller. Each package must contain a memorandum showing shipper’s name, contents of package and Purchaser’s Purchase Order is number. Unless otherwise s pecified on the face of the essence of the Contract. If the Seller anticipates that it will not be able to deliver the Goods upon the agreed delivery datethis Purchase Order, then the Seller shall immediately notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to on-time delivery hereunder. In such event, the Company may request that the Seller expedite delivery to the maximum extent possible at the Seller’s sole expense. If the Seller does not deliver the Goods by the agreed delivery date, then the Company shipments shall be entitled made F.O.B. (U.C.C.) Destination for deliveries within the U.S. and DDP Destination (Incoterms 2010) for other deliveries; title to liquidated damages as agreed between the parties, up Goods passes to Purchaser upon acceptance and including the total Order valueSeller pays all freight and related charges and is responsible for filing loss and damage claims prior to acceptance of delivery at destination by Purchaser. Notwithstanding the foregoing, title and risk of loss for Goods subject to a consignment agreement pass upon rel ease of the Company reserves Goods from the right to claim repayment consigned stock. In the event transportation is performed by a carrier retained by or for Purchaser, Seller will provide the carrier with all necessary handling and other information in accordance with and/or necessary for compliance with applicable Law. Without limiting the obligations of Seller under Section (6) of th ese Terms and Conditions, Seller shall notify Purchaser, immediately and in writing, of any and all costs, losses, expenses and damages incurred by the Company that are attributable to the Seller’s actual or potential delay in delivery. Such liquidated damages shall be paid at the Company’s written demand. Partial deliveries shall not relieve the Seller from liability for any late delivery hereunder. If the Seller discovers that it has shipped any non-conforming Goods to the Company, it shall immediately (and not more than 24 hours after such discovery) notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to defective goods hereunderor shipment.

Shipment and Delivery. Seller grants the Company the right at any time to specify the carrier and/or method of transportation to be employed in conveying any part or all of the Goods covered herein. In the event that Seller uses an unauthorized carrier and/or method of transportation, then all shipping expenses and risk in the Goods being transported shall be assumed by Seller. Unless otherwise stated in the Order, all Goods will be shipped FCA shipment point. FCA shall be interpreted in accordance with the version of Incoterms or South African law, if applicable, valid at the time of the Seller’s acceptance of the Order. The Seller shall be responsible for preparing and filing all export documentation for all shipments. The Company shall not be obligated to accept early deliveries, partial deliveries or excess deliveries. If Goods are incorrectly delivered, the Seller shall be responsible for any additional expense incurred in delivering the Goods to the correct destination. The In regard to the delivery date set forth on the Order it is agreed that time is of the essence of the Contract. If the Seller anticipates that it will not be able to deliver the Goods upon the agreed delivery date, then the Seller shall immediately notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to on-time delivery hereunder. In such event, the Company may request that the Seller expedite delivery to the maximum extent possible at the Seller’s sole expense. If the Seller does not deliver the Goods by the agreed delivery date, then the Company shall be entitled to liquidated damages as agreed between the parties, and failing agreement thereon, as determined by an independent arbitrator or court of law, up to and including the total Order value. Notwithstanding the foregoing, the Company reserves the right to claim repayment for any and all costs, losses, expenses and damages incurred by the Company that are attributable to the Seller’s delay in delivery. Such liquidated damages shall be paid at the Company’s written demand. Partial deliveries shall not relieve the Seller from liability for any late delivery hereunder. If the Seller discovers that it has shipped any non-conforming Goods to the Company, it shall immediately (and not more than 24 hours after such discovery) notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to defective goods hereunder.

Shipment and Delivery. Seller grants the Company the right at any time to specify the carrier and/or method of transportation to be employed in conveying any part or all Time is of the Goods covered hereinessence. In the event Quantities and delivery schedules must be as specified in this Purchase Order, provided that Seller uses an unauthorized carrier and/or method of transportationif quantities or delivery schedules are not specified in this Purchase Order, then all shipping expenses they shall be assumed as directed by SellerPurchaser in one or more releases or like communications. Unless otherwise stated in the Order, all Goods will be shipped FCA shipment point. FCA shall be interpreted in accordance with the version of Incoterms valid at the time of the Seller’s acceptance of the Order. The Seller shall be responsible for preparing and filing all export documentation for all shipments. The Company Purchaser shall not be obligated to accept early deliveriesuntimely (including advance), partial deliveries excess or excess deliveriesunder shipments and/or performance and such shipments and/or the work product associated with such performance in whole or in part may, at Purchaser’s option, be returned to Seller or held for disposition at Seller’s expense and risk. If Goods are incorrectly delivered, the Seller shall not insure any shipments, or declare excess valuation on express shipments, for Purchaser’s account. Seller will be responsible for charged with any additional expense Liabilities and/or Expenses suffered or incurred in delivering by Purchaser arising out of Seller’s failure to conform and/or to comply with Purchaser’s instructions, including Liabilities and/or Expenses related to premium freight procured by Purchaser as a result of Seller’s failure to meet a delivery schedule or otherwise to deliver as requested. Seller shall ensure that the packaging, labeling, and shipping of the Goods to (a) complies with all requirements hereof, of applicable Law, and of all specifications provided by Purchaser and (b) is in accordance with the correct destinationbest commercial practices and protects the Goods from loss or damage. The delivery date No charge will be allowed for packing, boxing, cartage, crating, drayage, demurrage or dunnage unless otherwise set forth on the face of this Purchase Order, but damage to any Goods not packed to ensure protection will be charged to Seller. Each package must contain a memorandum showing shipper’s name, contents of package and Purchaser’s Purchase Order is number. Unless otherwise specified on the face of the essence of the Contract. If the Seller anticipates that it will not be able to deliver the Goods upon the agreed delivery datethis Purchase Order, then the Seller shall immediately notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to on-time delivery hereunder. In such event, the Company may request that the Seller expedite delivery to the maximum extent possible at the Seller’s sole expense. If the Seller does not deliver the Goods by the agreed delivery date, then the Company shipments shall be entitled made F.O.B. (U.C.C.) Destination for deliveries within the U.S. and DDP Destination (Incoterms 2010) for other deliveries; title to liquidated damages as agreed between the parties, up Goods passes to Purchaser upon acceptance and including the total Order valueSeller pays all freight and related charges and is responsible for filing loss and damage claims prior to acceptance of delivery at destination by Purchaser. Notwithstanding the foregoing, title and risk of loss for Goods subject to a consignment agreement pass upon release of the Company reserves Goods from the right to claim repayment consigned stock. In the event transportation is performed by a carrier retained by or for Purchaser, Seller will provide the carrier with all necessary handling and other information in accordance with and/or necessary for compliance with applicable Law. Without limiting the obligations of Seller under Section (6) of these Terms and Conditions, Seller shall notify Purchaser, immediately and in writing, of any and all costs, losses, expenses and damages incurred by the Company that are attributable to the Seller’s actual or potential delay in delivery. Such liquidated damages shall be paid at the Company’s written demand. Partial deliveries shall not relieve the Seller from liability for any late delivery hereunder. If the Seller discovers that it has shipped any non-conforming Goods to the Company, it shall immediately (and not more than 24 hours after such discovery) notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to defective goods hereunderor shipment.

Shipment and Delivery. Seller grants All goods made the Company the right at any time to specify the carrier and/or method of transportation subject hereof are to be employed suitably prepared and packaged for shipment in conveying any part accordance with good commercial practice so as to effect safe delivery and freedom from weather or all of other damage and to meet the Goods covered hereincarrier’s requirements. In the event that Seller uses an unauthorized carrier and/or method of transportationAll damages to such goods occurring prior to delivery will be charged to Vendor. No charges will be allowed for packing, then all shipping expenses shall be assumed by Seller. Unless otherwise crating or carriage unless stated in the OrderAgreement. If, all Goods will be shipped FCA shipment point. FCA in order to comply with NBU’s required delivery date, it becomes necessary for Vendor to ship by a more expensive way than specified in the Agreement any such increased transportation costs shall be interpreted paid by Vendor. All deliveries shall be f.o.b. point designated in these Additional Terms and Conditions or as specified in writing by NBU. Cost of all return shipments, for whatever reason returned, shall be borne by Vendor with title and risk of loss passing at NBU’s point of shipment, unless otherwise specified by NBU at the time of return. INSPECTION: NBU shall have a reasonable time after delivery or performance to inspect the goods delivered or the services performed. All such goods or services must conform to the specifications, instructions, drawings and data set forth in the Agreement and Quote. NBU may reject and refuse acceptance of any goods or services which do not so conform. NBU shall notify Vendor of such rejection by either written notice or by the return to Vendor of the rejected goods. Vendor shall be solely responsible for any risk and cost or expenses associated with return of rejected or nonconforming goods. REJECTION OF MATERIALS AND WORKMANSHIP: NBU shall have the right to reject furnished goods and workmanship that are defective or otherwise fail to meet the terms and conditions of the Agreement and require their correction. Rejected goods shall be satisfactorily replaced with proper goods without charge to NBU, and Vendor shall promptly segregate and remove rejected materials from the point designated. If Vendor does not correct defective workmanship or replace the rejected goods within a reasonable time, NBU may do so and charge all costs, damages, fees, and expenses to Vendor including, without limitation actual, consequential and incidental damages. SHOP DRAWINGS, SUBMITTALS, QUALITY OF GOODS: Vendor shall confirm that all materials are in strict accordance with the Agreement and Quote. Where required, prior to shipment, Vendor shall provide shop drawings or submittals sufficient to demonstrate compliance with the Agreement for NBU’s review and approval. A failure of NBU during the progress of the work to discover or reject goods not in accordance with the version of Incoterms valid at the time of the Seller’s acceptance of the Order. The Seller shall be responsible for preparing and filing all export documentation for all shipments. The Company Agreement shall not be obligated to accept early deliveries, partial deliveries deemed an acceptance thereof or excess deliveriesa waiver of defects therein. If Goods are incorrectly delivered, the Seller No payment or use of goods provided by Vendor shall be responsible for any additional expense incurred construed as an acceptance of goods which are not strictly in delivering accordance with the Goods to the correct destination. The delivery date set forth on the Order is of the essence of the Contract. If the Seller anticipates that it will not be able to deliver the Goods upon the agreed delivery date, then the Seller shall immediately notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to on-time delivery hereunder. In such event, the Company may request that the Seller expedite delivery to the maximum extent possible at the Seller’s sole expense. If the Seller does not deliver the Goods by the agreed delivery date, then the Company shall be entitled to liquidated damages as agreed between the parties, up to and including the total Order value. Notwithstanding the foregoing, the Company reserves the right to claim repayment for any and all costs, losses, expenses and damages incurred by the Company that are attributable to the Seller’s delay in delivery. Such liquidated damages shall be paid at the Company’s written demand. Partial deliveries shall not relieve the Seller from liability for any late delivery hereunder. If the Seller discovers that it has shipped any non-conforming Goods to the Company, it shall immediately (and not more than 24 hours after such discovery) notify the Company thereof in writing; provided, however, that such notice shall not relieve the Seller of its responsibilities and liabilities with respect to defective goods hereunderAgreement.