Common use of Delivery and Invoicing Clause in Contracts

Delivery and Invoicing. (a) ABI shall ship Product that is ordered by SYNOVA, FOB ABI's facility in San Diego, California, in accordance with the quantities, delivery dates, and delivery and shipping instructions specified in SYNOVA's purchase orders. In the event that SYNOVA designates no carrier or if the designated carrier is not available or not feasible, then ABI shall select a reasonable alternative mode of shipment. ABI's responsibility shall be to deposit the ordered Product with the carrier in accordance with the purchase order, and ABI shall not be liable for late delivery if so accomplished. Title and risk of loss with regard to Product shall pass to SYNOVA upon delivery of such Product to the carrier for shipment. SYNOVA shall bear the cost of all shipping, handling or processing charges and any applicable taxes or duties or fees. (b) SYNOVA shall prepay the entire cost of its first three (3) orders, in accordance with the following terms. For these and all future orders, SYNOVA shall pay a cost per kit of $[XXXX](2), subject to increase in accordance with the provisions of Article 3.2 of this Agreement. Each order must be for a minimum of 100,000 Product kits. For SYNOVA's first and second orders, SYNOVA shall prepay 50% of the cost of the order at time the order is placed, and the remaining 50% of the cost of the order prior to delivery. For the third order, SYNOVA shall pay 25% of the cost of the order at the time the order is placed, and the remaining 75% of the cost of the order prior to delivery. For all orders thereafter, upon delivery of Product to the carrier as set forth in Section 3.4(a), ABI shall invoice SYNOVA for the Purchase Price of Product supplied, at the Purchase Price in effect on the date of ABI's receipt of SYNOVA's purchase order for such Product. SYNOVA shall pay all invoices within thirty (30) days of the shipment of the product from ABI's warehouse. If SYNOVA reasonably disputes any invoice for good cause and in good faith, SYNOVA will notify ABI prior to the expiration of such 30-day period stating the reasons therefore. All payments shall be made via wire transfer pursuant to the following information:

Delivery and Invoicing. (a) ABI shall ship Product that is ordered by SYNOVA, FOB ABI's facility in San Diego, California, in accordance with the quantities, delivery dates, and delivery and shipping instructions specified in SYNOVA's purchase orders. In the event that SYNOVA designates no carrier or if the designated carrier is not available or not feasible, then ABI shall select a reasonable alternative mode of shipment. ABI's responsibility shall be to deposit the ordered Product with the carrier in accordance with the purchase order, and ABI shall not be liable for late delivery if so accomplished. Title and risk of loss with regard to Product shall pass to SYNOVA upon delivery of such Product to the carrier for shipment. SYNOVA shall bear the cost of all shipping, handling or processing charges and any applicable taxes or duties or fees. (b) SYNOVA shall prepay the entire cost of its first three (3) orders, in accordance with the following terms. For these and all future orders, SYNOVA shall pay a cost per kit of $[XXXX](2)XXXX]*, subject to increase in accordance with the provisions of Article 3.2 of this Agreement. Each order must be for a minimum of 100,000 [XXXX]* Product kits. For SYNOVA's first and second orders, SYNOVA shall prepay 50% of the cost of the order at time the order is placed, and the remaining 50% of the cost of the order prior to delivery. For the third order, SYNOVA shall pay 25% of the cost of the order at the time the order is placed, and the remaining 75% of the cost of the order prior to delivery. For all orders thereafter, upon delivery of Product to the carrier as set forth in Section 3.4(a), ABI shall invoice SYNOVA for the Purchase Price of Product supplied, at the Purchase Price in effect on the date of ABI's receipt of SYNOVA's purchase order for such Product. SYNOVA shall pay all invoices within thirty (30) days of the shipment of the product from ABI's warehouse. If SYNOVA reasonably disputes any invoice for good cause and in good faith, SYNOVA will notify ABI prior to the expiration of such 30-day period stating the reasons therefore. All payments shall be made via wire transfer pursuant to the following information:: Beneficiary Bank ABA # [XXXX]* Swift # [XXXX]* Name: [XXXX]* Address: [XXXX]* Ultimate Beneficiary: Bank Acct # [XXXX]* Name: [XXXX]* Reference field: [XXXX]*. -------- * Filed under an application for confidential treatment. All payments that are not received when due shall bear interest at a rate of one and one half percent (1.5%) per month until the payment is paid in full. (d) Unless the parties expressly agree in writing to use a different currency, all invoices under this Agreement shall be paid in U.S. dollars. (e) SYNOVA's initial Credit Line, once credit has been established (i.e after satisfactory completion of the first three orders) shall be $150,000. Such credit line is subject to review every six (6) months, and may be adjusted, at ABI's sole discretion, either higher or lower, based on SYNOVA's payment and ordering history and/or any other criteria it may deem relevant.