Common use of Shipment Clause in Contracts

Shipment. Upon receipt of a Sales Order pursuant to a blanket purchase order under this Agreement, Avail agrees to timely drop ship all the Products so ordered to the site(s) designated in the Sales Order, in the manner indicated in the Sales Order or (if not so indicated) in such other manner as may be customary between the Parties. For shipments within the USA, the term "Same-Day Deadline" shall mean three o'clock p.m., Pacific Standard Time, or such other reasonable deadline time as may be agreed in writing between the Parties. All Products for which a Sales Order is entered into the networked system and received by Avail prior to the Same-Day Deadline on any given business day shall be shipped that same day by Avail, in the manner required. If, on the other hand, a Sales Order is not entered into the networked system until after the Same-Day Deadline on any given business day, Avail shall not be required to ship the corresponding Products until the next business day. Avail shall not confirm shipment of any Products until shipment has actually occurred. Terms of shipment for KCII shipments will be agreed to by both parties prior to initiating shipments from the European fulfillment center. Each shipment confirmation shall contain or refer to such information as may be required and as may be appropriate for such confirmation to meet the needs of the KCI Affiliates. A KCI Affiliate shall be responsible for freight expenses for Products sent out-bound from Avail to KCI customers pursuant to a Sales Order. In the event the terms of a purchase order or sales order are not in accordance with any provisions of this Agreement and Avail has not so notified the respective KCI Affiliate of the nonconformance by the Same-Day Deadline on the next business day following Avail's receipt of such an order, then the terms of such order shall be deemed accepted by Avail. Avail shall do all things reasonably required to facilitate processing of purchase orders, shipments, invoices and confirmations in such manner as may be requested by the KCI Affiliate which submits a Sales Order. KCI has the responsibility to pay any local taxes, including VAT in Europe, on the Products it purchases from Avail when such taxes relate to the transfer of title for the Products.

Shipment. Upon receipt Shipment is F.O.B. shipping point only. The Goods shall be deemed delivered, either in a single delivery, or in lots, when Seller tenders them with a carrier or with Customer at the F.O.B. shipping point. Seller has the right to choose the carrier and the means of a Sales Order pursuant transportation and, at its option, may deliver the Goods at one time or in portions from time to a blanket purchase order under this Agreement, Avail agrees to timely drop ship all the Products so ordered time. Subject to the site(s) designated provisions of paragraph 6, upon delivery, all risk of loss or damage, and all other incidents of ownership, shall pass to Customer. Customer shall make appropriate arrangements to insure the Goods in accordance with its obligations under Paragraph 12. Seller shall have no obligation to insure the Sales OrderGoods for Customer’s benefit. Claims for Goods damaged or lost in transit or for damages due to delays in transit should be made by Customer to the carrier, or to other responsible third parties, but in no event should such claims be made to Seller. If Goods delivered by the manner indicated in Seller cannot be transported to their destination due to circumstances for which the Sales Order or (if Seller is not so indicated) in such other manner as may be customary between the Parties. For shipments within the USAresponsible, the term "Same-Day Deadline" Seller may shall mean three o'clock p.m.store the Goods at the Customer’s risk and expense. Except where Xxxxxx specifically agrees otherwise in writing, Pacific Standard Timethe stated delivery date, whether stated orally or such other reasonable deadline time as may be agreed in writing between the Parties. All Products for which writing, is approximate only, shall not constitute a Sales Order is entered into the networked system deadline, and received by Avail prior to the Same-Day Deadline on any given business day shall be shipped that same day by Avail, in the manner required. If, on the other hand, a Sales Order is not entered into the networked system until after the Same-Day Deadline on any given business day, Avail shall not be required to ship the corresponding Products until the next business dayregarded as final. Avail Seller shall not confirm shipment be liable for any loss or expense (consequential or otherwise) incurred by Customer or a third party due to Seller’s failure to deliver on the stated delivery date unless: (1) Customer provides Seller with written notification of any Products until shipment has actually occurredSeller’s failure to deliver the Goods on the stated delivery date, (2) Seller fails to deliver the Goods within a reasonable time thereafter, and (3) the cause of Seller’s failure to deliver the Goods is not a case of Force Majeure. Terms of shipment The Seller shall not be in default for KCII shipments will be agreed failing to deliver by both parties prior to initiating shipments from the European fulfillment center. Each shipment confirmation shall contain or refer to such information as may be required and as may be appropriate for such confirmation to meet the needs a stated delivery date before expiration of the KCI Affiliates. A KCI Affiliate shall be responsible for freight expenses for Products sent out-bound from Avail to KCI customers pursuant to unused reasonable term following a Sales Order. In the event the terms of a purchase order or sales order are not in accordance with any provisions of this Agreement and Avail has not so notified the respective KCI Affiliate of the nonconformance by the Same-Day Deadline on the next business day following Avail's receipt of such an order, then the terms of such order shall be deemed accepted by Avail. Avail shall do all things reasonably required to facilitate processing of purchase orders, shipments, invoices and confirmations in such manner as may be requested by the KCI Affiliate which submits a Sales Order. KCI has the responsibility to pay any local taxesstated delivery date, including VAT if the default sets in Europe, on the Products it purchases from Avail when such taxes relate to the transfer by operation of title for the Productslaw without notice of default or written reminder or notification.

Shipment. Upon receipt of a Sales Order pursuant to a blanket purchase order under this AgreementShipment Order, Avail agrees to shall timely drop drop-ship all the Products so ordered listed on the Shipment Order to the site(s) designated in the Sales Shipment Order, in the manner indicated in the Sales Order or (if not so indicated) in such other manner as may be customary between the PartiesShipment Order. For shipments within the USAcontinental U.S., the term "Same-Day Deadline" shall mean three o'clock p.m., Pacific Standard TimeTime (3:00 p.m. PST), or such other reasonable deadline time as may be agreed in writing between the Parties. For purposes of this Section, the term “shipped” or “Shipment” shall mean that Avail has placed the Product detailed in the Shipment Order with the carrier as designated by KCI Manufacturing; timing associated with shipping and for determining Avail’s performance hereunder shall not include time expired following Avail’s placement of the Product with the carrier. All Products for which a Sales Shipment Order is entered into the networked system and received by Avail prior to the Same-Day Deadline on any given business day shall be shipped that same day by Avail, in the manner required. If, on the other hand, a Sales Shipment Order is not entered into the networked system until after the Same-Day Deadline on any given business day, Avail shall not be required to ship the corresponding Products until the next business day. Avail shall not confirm shipment of any Products until shipment has actually occurred. Terms of shipment for KCII international shipments will be agreed to by both parties Parties prior to initiating shipments from the European fulfillment centerAvail’s Mexican facility. Each shipment confirmation shall contain or refer to such information as may be required and as may be appropriate for such confirmation to meet the needs of the KCI AffiliatesManufacturing. A KCI Affiliate Manufacturing shall be responsible for all freight expenses for Products sent out-bound outbound from Avail (or from an Avail agent or sub-contractor) to KCI Manufacturing customers pursuant to a Sales Shipment Order. In the event the terms of a purchase order or sales order Shipment Order are not in accordance with any provisions of this Agreement and Avail has not so notified the respective KCI Affiliate Manufacturing of the nonconformance by the Same-Day Deadline on the next business day following Avail's receipt of such an order, then the terms of such order shall be deemed accepted by Avail. Avail shall do all things reasonably required to facilitate processing of purchase orders, shipments, invoices and confirmations in such manner as may be requested by the KCI Affiliate which submits a Sales OrderManufacturing. KCI Manufacturing has the responsibility to pay any local taxes, including VAT in Europe, on the Products it purchases receives from Avail when such taxes relate to the transfer of title for the Products.

Shipment. Upon receipt If you have requested a Standard NFR Product, You will take delivery of a Sales Order pursuant the Appliance by method of DDP (Incoterms 2010) Your shipping address (as provided to a blanket purchase order under this AgreementForeScout by You). You will provide accurate ship-to addresses, Avail agrees to timely drop ship all contacts, emails, phone numbers, and, if applicable, freight forwarder/broker of record. If an export license is required, ForeScout shall obtain exporting license/authorization and fulfilling reporting requirements of such licenses (except for restricted or embargoed countries). In respect of US Origin goods, ForeScout is responsible for providing the Products so ordered to forwarding agent with the site(s) designated US electronic export information filing in the Sales OrderAES system. The forwarding agent shall be acting as ForeScout’s agent for the limited purpose of filing the US electronic export information in the AES system. You will ensure that the forwarding agent is provided accurate and complete information and documents reflecting the filing in the AES system. For any reason if You decide to use your own forwarding agent from the United States to an international destination, You will be responsible for accurate and true AES filings, in the manner indicated in the Sales Order or (addition to proper denied party screening. ForeScout will be informed if not so indicated) in such other manner as may be customary between the Partiesyou prefer this method. For shipments within the USA, the term "Same-Day Deadline" shall mean three o'clock p.m., Pacific Standard Time, or such other reasonable deadline time as may be agreed in writing between the PartiesAny import licenses required by Territory destinations are Your responsibility. All Products for which a Sales Order is entered into the networked system and received by Avail prior to the Same-Day Deadline on any given business day shall be shipped that same day by Avail, in the manner required. If, on the other hand, a Sales Order is not entered into the networked system until after the Same-Day Deadline on any given business day, Avail shall not be required to ship the corresponding Products until the next business day. Avail shall not confirm shipment of any Products until shipment has actually occurred. Terms of shipment for KCII shipments will be agreed to by both parties prior to initiating shipments from the European fulfillment center. Each packaged for shipment confirmation shall contain or refer to such information as may be required and as may be appropriate for such confirmation to meet the needs of the KCI Affiliates. A KCI Affiliate shall be responsible for freight expenses for Products sent out-bound from Avail to KCI customers pursuant to a Sales Order. In the event the terms of a purchase order or sales order are not in accordance with the packaging regulations in force in the Territory (You will provide any provisions of this Agreement special packaging requirements to ForeScout for review and Avail has not so notified preparation prior to shipment). Shipment will be made to Your identified facilities or freight forwarder. At the respective KCI Affiliate end of the nonconformance by License Term, You will (at ForeScout’s expense) return the SameNFR Products (including all copies of Software and documentation) to ForeScout within thirty (30) days of the end of the License Term. If You fail to return the Appliance within 30 days of the expiration of the License Term, You will pay ForeScout the difference between the then-Day Deadline on the next business day following Avail's receipt of such an order, then the terms of such order shall be deemed accepted by Avail. Avail shall do all things reasonably required to facilitate processing of purchase orders, shipments, invoices and confirmations in such manner as may be requested by the KCI Affiliate which submits a Sales Order. KCI has the responsibility to pay any local taxes, including VAT in Europe, on the Products it purchases from Avail when such taxes relate to the transfer of title current list price for the ProductsStandard NFR Product and the amount You actually paid for Your Standard NFR Product. If You feel You don’t have the proper packaging protection to return the Appliance, ForeScout can assist by sending You a spare, approved carton.

Shipment. Upon receipt Shipments of a Sales Order pursuant to a blanket purchase order under this AgreementProducts must equal the exact quantity ordered and requested delivery date, Avail agrees to timely drop ship all the Products so ordered to the site(s) designated in the Sales Order, in the manner indicated in the Sales Order or (if not so indicated) in such other manner as may be customary between the Parties. For shipments within the USA, the term "Same-Day Deadline" shall mean three o'clock p.m., Pacific Standard Time, or such other reasonable deadline time as may be agreed in writing between the Parties. All Products for which a Sales Order is entered into the networked system and received by Avail prior to the Same-Day Deadline on any given business day shall be shipped that same day by Avail, in the manner required. If, on the other hand, a Sales Order is not entered into the networked system until after the Same-Day Deadline on any given business day, Avail shall not be required to ship the corresponding Products until the next business day. Avail shall not confirm shipment of any Products until shipment has actually occurred. Terms of shipment for KCII shipments will be unless otherwise agreed to by both parties prior to initiating shipments from the European fulfillment center. Each shipment confirmation shall contain or refer to such information as may be required and as may be appropriate for such confirmation to meet the needs of the KCI Affiliates. A KCI Affiliate shall be responsible for freight expenses for Products sent out-bound from Avail to KCI customers pursuant to a Sales Orderin writing. In the event of an over-shipment, Sacoma, at its sole option, may return the terms over-shipment to Supplier at Supplier’s expense, including Sacoma’s administration fee for handling the over-shipment. Supplier agrees to provide Sacoma a return material authorization for over-shipments, and Supplier will not charge any restocking fees. In the event only part of the delivery can be used by Sacoma, and Sacoma accepts partial delivery, Supplier shall be entitled to be paid for the partial delivery. In determining the price of the partial delivery, the parties shall take into consideration Supplier’s cost related to the partial delivery and the value of the partial delivery. In the event Sacoma does not accept any part of the delivery, Sacoma shall, at Supplier’s cost, return to Supplier any Goods already delivered, and Supplier shall reimburse the purchase price received. If Supplier at any time has reason to believe that deliveries will not be made as scheduled, Supplier must immediately notify Sacoma in writing, and provide the cause of the anticipated delay. Supplier shall pay, for any delay in the delivery or the performance of supply, a purchase order late delivery charge equal to three-tenths of one percent (0.3%) of the total amount, net of taxes, of the delayed delivery per working day of delay, beginning with the due date for such Product and/or Services. If Sacoma determines that Supplier’s deliveries are behind schedule and Sacoma seeks express shipments, then Supplier will pay such express shipment charges. If Supplier’s deliveries are behind schedule resulting in Sacoma using material not according to Sacoma’s specification, or sales order are not in accordance with any at a higher cost, then Supplier will pay whatever additional costs, expenses, losses, or damages that Sacoma sustains. The provisions of this Agreement Section 3 are not intended to limit any other rights and Avail has not so notified the respective KCI Affiliate of the nonconformance by the Same-Day Deadline on the next business day following Avail's receipt of such an order, then the terms of such order shall be deemed accepted by Avail. Avail shall do all things reasonably required to facilitate processing of purchase orders, shipments, invoices and confirmations in such manner as remedies that Sacoma may be requested by the KCI Affiliate which submits a Sales Order. KCI has the responsibility to pay any local taxes, including VAT in Europe, on the Products it purchases from Avail when such taxes relate to the transfer of title for the Productshave against Supplier.

Shipment. Upon receipt Prior to being transported from Manufacturer's factory, all Product shall be packaged according to Evolve's specifications. All Product will be shipped to the Port of a Sales Order pursuant Los Angeles ______________________ (Note: Need to a blanket discuss closer port to fulfillment company based in Michigan) at Manufacturer's expense; provided that Evolve may specify in its purchase order another deep water port in the continental United States in which event Evolve will be responsible for all increased shipping costs. Transportation to the final Evolve destination, which destination shall be specified by Evolve in the applicable purchase order, is the responsibility of Evolve. Product will be inspected prior to shipment at Evolve's expense by PRO QC, or another professionally certified inspector that is mutually agreeable to the parties (the "Inspector"), to confirm that the Product conforms to the criteria to be designated by the parties in the Inspection Checklist (herein "Clearance"). No units of any Product shall be shipped to Evolve until such units have satisfied the Clearance criteria; provided that if Evolve elects not to have the Inspector inspect a particular shipment, such shipment shall be deemed to have satisfied the Clearance criteria. Other than the cost of inspection and a 50% deposit, Evolve shall have no payment or other obligation under this Agreement or otherwise with respect to any such units until they have satisfied such Clearance criteria. Satisfaction of the Clearance criteria shall constitute acceptance of the Product by Evolve for all purposes and Evolve shall have no further conditions to payment for the balance owing with respect to the accepted shipment. Notwithstanding the foregoing, acceptance of the Product by Evolve does not affect, in any way, either party's duties and obligations under this Agreement. In particular, Avail Evolve agrees that it may not exercise any right under the UCC to timely drop ship all the Products so ordered to the site(s) designated revoke acceptance of a shipment which has been accepted in the Sales Order, in the manner indicated in the Sales Order or (if not so indicated) in such other manner as may be customary between the Parties. For shipments within the USA, the term "Same-Day Deadline" shall mean three o'clock p.m., Pacific Standard Time, or such other reasonable deadline time as may be agreed in writing between the Parties. All Products for which a Sales Order is entered into the networked system and received by Avail prior to the Same-Day Deadline on any given business day shall be shipped that same day by Avail, in the manner required. If, on the other hand, a Sales Order is not entered into the networked system until after the Same-Day Deadline on any given business day, Avail shall not be required to ship the corresponding Products until the next business day. Avail shall not confirm shipment of any Products until shipment has actually occurred. Terms of shipment for KCII shipments will be agreed to by both parties prior to initiating shipments from the European fulfillment center. Each shipment confirmation shall contain or refer to such information as may be required and as may be appropriate for such confirmation to meet the needs of the KCI Affiliates. A KCI Affiliate shall be responsible for freight expenses for Products sent out-bound from Avail to KCI customers pursuant to a Sales Orderaccordance with this Agreement. In the event the terms Clearance criteria are not satisfied, the Inspector shall notify the Manufacturer in writing of the defects and Manufacturer shall have the right to appeal to the Inspector or correct or repair any defects. In the event the Clearance criteria are not satisfied, Manufacturer shall reimburse Evolve for the cost of Clearance for a shipment of replacement or repaired Products. After satisfaction of the Clearance criteria (the "Clearance Date"), all risk of damage and loss to the Product that is the subject of a purchase order or sales order are not in accordance with any provisions of this Agreement and Avail has not so notified the respective KCI Affiliate of the nonconformance by the Same-Day Deadline on the next business day following Avail's receipt of such an order, then the terms of such order shall be deemed accepted by Avail. Avail shall do all things reasonably required shipment transfers to facilitate processing of purchase orders, shipments, invoices and confirmations in such manner as may be requested by the KCI Affiliate which submits a Sales Order. KCI has the responsibility to pay any local taxes, including VAT in Europe, on the Products it purchases from Avail when such taxes relate to the transfer of title for the ProductsEvolve.

Shipment. Upon Unless otherwise agreed to between Supplier and any Customer, Supplier must ship an ordered Product to the Delivery Location within two business days after Supplier’s receipt of a Sales Order pursuant the Customer’s order for the Product. All Products must be properly packed. Customer’s prior written approval is required for any partial shipments. Shipping terms are as follows: (i) Products Excluding Capital Equipment - FOB Origin, Freight Collect. Except as set forth below, prices for Products are FOB Origin, Freight Collect, with risk of loss passing to a blanket purchase order under Customer upon delivery to Customer's common carrier. Supplier shall arrange shipment of the Product (including any expedited or overnight shipment) using the carrier, shipping and billing information provided by Customer, as stated in Chapter 5 (Transportation) of the Distribution and Transportation Guide referenced in Exhibit B of this Agreement; Capital Equipment - FOB Destination. Prices for capital equipment Products, Avail agrees which are (ii) [REDACTED] individually priced at or more (“Capital Equipment”), are FOB Destination, with risk of loss passing to timely drop Customer upon delivery to Customer. Upon Customer’s request, Supplier will ship all Capital Equipment FOB Origin, Freight Collect using the Products so ordered carrier and billing information provided by Customer and with the prices for the Capital Equipment decreased to remove the site(s) designated freight; and Software. All software supplied to Customer (excluding software embedded in the Sales OrderProducts) must be delivered to Customer electronically. (iii) 3.6 Invoicing. Supplier is solely responsible for invoicing Customer for Products and Services. Supplier will not invoice Customer for any fees or expenses not specified in this Agreement or a PO, in the manner indicated in the Sales Order or (if not so indicated) in such other manner as may be customary between the Parties. For shipments within the USA, the term "Same-Day Deadline" shall mean three o'clock p.m., Pacific Standard Time, or such other reasonable deadline time as may be unless mutually agreed upon in writing between Supplier and Customer. Supplier’s invoices must comply with the Parties. All Xxxxxx Permanente Invoice and Accounts Payable Requirements, which are referenced in Exhibit B. Unless otherwise agreed in Exhibit A, Supplier will not issue an invoice for Products for which a Sales Order is entered into and related Services until (i) the networked system and received by Avail prior to Acceptance date or (ii) the Same-Day Deadline on any given business day shall be shipped that same day by Availshipment date, in the manner required. If, on the other hand, a Sales Order if Acceptance is not entered into the networked system until after the Sameapplicable. Master Products and Service Agreement Template Version – 4/26/17 [#322939-Day Deadline on any given business dayv17] 3 March 20, Avail shall not be required to ship the corresponding Products until the next business day. Avail shall not confirm shipment of any Products until shipment has actually occurred. Terms of shipment for KCII shipments will be agreed to by both parties prior to initiating shipments from the European fulfillment center. Each shipment confirmation shall contain or refer to such information as may be required and as may be appropriate for such confirmation to meet the needs of the KCI Affiliates. A KCI Affiliate shall be responsible for freight expenses for Products sent out-bound from Avail to KCI customers pursuant to a Sales Order. In the event the terms of a purchase order or sales order are not in accordance with any provisions of this Agreement and Avail has not so notified the respective KCI Affiliate of the nonconformance by the Same-Day Deadline on the next business day following Avail's receipt of such an order, then the terms of such order shall be deemed accepted by Avail. Avail shall do all things reasonably required to facilitate processing of purchase orders, shipments, invoices and confirmations in such manner as may be requested by the KCI Affiliate which submits a Sales Order. KCI has the responsibility to pay any local taxes, including VAT in Europe, on the Products it purchases from Avail when such taxes relate to the transfer of title for the Products.2019 CONFIDENTIAL

Shipment. Upon receipt Shipment of a Sales Order pursuant to a blanket purchase order under this Agreement, Avail agrees to timely drop ship all Goods will be F.O.B. point of the Products so ordered destination referenced in the Agreement (DDP named place of destination per INCOTERMS 2020 for all international shipments). Seller will bear the risk of loss until delivery of the Goods to the site(s) designated point of destination. Title to the Goods will transfer to WESCO upon delivery. Any delivery dates given in advance of actual shipment are warranted by Seller to be firm. Seller acknowledges that time is of the Sales Order, in the manner indicated in the Sales Order or (if essence with respect to Seller’s failure to meet any delivery date shall constitute a material breach of these Terms. If delivery is not so indicated) in such other manner as may be customary between the Parties. For shipments completed within the USA, time stated on the term "Same-Day Deadline" shall mean three o'clock p.m., Pacific Standard Timepurchase order, or such other if no time is stated, within a reasonable deadline time as may be agreed in writing between the Parties. All Products for which a Sales Order is entered into the networked system and received by Avail prior to the Same-Day Deadline on any given business day shall be shipped that same day by Availtime, in the manner required. If, on the other hand, a Sales Order is not entered into the networked system until after the Same-Day Deadline on any given business day, Avail shall not be required to ship the corresponding Products until the next business day. Avail shall not confirm shipment of any Products until shipment has actually occurred. Terms of shipment for KCII shipments will be agreed to by both parties prior to initiating shipments from the European fulfillment center. Each shipment confirmation shall contain or refer to such information as may be required and as may be appropriate for such confirmation to meet the needs of the KCI Affiliates. A KCI Affiliate (a) Seller shall be responsible for freight any losses, claims and damages (including, but not limited to, liquidated damages, and costs and expenses for Products sent out-bound from Avail incurred by WESCO and attributable to KCI customers pursuant Seller’s failure to a Sales Orderdeliver the Goods or provide the Services by the delivery date, and (b) WESCO may seek other remedies it may have under the Agreement, at equity or law. In the event the terms of a purchase order , including but not limited to, all costs incurred by WESCO in procuring substitute Goods or sales order Services that are not in accordance with any provisions of this Agreement and Avail has not so notified the respective KCI Affiliate excess of the nonconformance cost for which WESCO would have purchased the relevant Goods or Services from Seller. Except as otherwise agreed to in writing, (a) where transportation charges for Goods are separately charged to WESCO, those charges will in no event exceed the lowest legal freight charges provided by the Same-Day Deadline carrier for the routing specified in effect on the next business day following Avail's receipt date of such shipment, and (b) where transportation charges are allowed to WESCO, that allowance will not be less than the actual freight charges paid by WESCO or, where WESCO performs the transportation, that allowance will be in an order, then the terms of such order shall be deemed accepted by Avail. Avail shall do all things reasonably required to facilitate processing of purchase orders, shipments, invoices and confirmations in such manner as may be requested by the KCI Affiliate which submits a Sales Order. KCI has the responsibility to pay any local taxes, including VAT in Europe, on the Products it purchases from Avail when such taxes relate amount equal to the transfer of title freight charges which would have been assessed for a like shipment via common carrier. The Goods must be properly packaged for shipment. Each package must be numbered and labeled with WESCO’s order number, stock number, contents and weight and will contain an itemized packing slip. No charges must be allowed for packing, crating, freight express or cartage unless specified in the ProductsAgreement.