Common use of Delivery and Packaging Clause in Contracts

Delivery and Packaging. 8.1 Time is of the essence in the delivery of all Orders and Supplier shall be held accountable for any delay in the supply of the Cooling Equipment. The Supplier shall arrange delivery of the Cooling Equipment in accordance with the Customer’s Order and the provisions of this Agreement and shall promptly advise the Customer of any delay or anticipated delay in delivery or performance. 8.2 The Supplier shall ensure that: (a) all packing and packaging complies with good commercial practice and applicable transport regulations; (b) delivery will be made as specified and agreed by the Parties (as per the Order rules of Clause 3 above); (c) all Cooling Equipment are suitably coded for pricing and inventory tracking, according to Customer’s requirements and shall be labelled in accordance with all applicable laws and regulations relating to the transport of goods; and (d) upon request by the Customer, a Supplier’s certificate of conformity shall be included with each shipment certifying that the Cooling Equipment included in the shipment have been inspected and comply with the requirements of Clause 4 of this Agreement as well as with all other obligations of the Supplier under this Agreement. 8.3 Delivery shall not be deemed complete until the Cooling Equipment has been received and accepted by the Customer. The Customer has the right to reject any Cooling Equipment for any obvious or latent defect after it has become apparent. This right may be exercised with respect to any obvious defect within a period of 15 business days after the Cooling Equipment is received by the Customer and with respect to any latent defect within a period of 15 business days after it has become apparent. If such period lapses without the Customer having rejected the Cooling Equipment, this will be deemed to have been finally and irrevocably accepted. It is hereby clarified tha the meaning of “latent” defect mentioned above is restricted to defects which: a) become apparent within a period of one calendar year from the day the Cooling Equipment is received by the Customer; and b) is due to epidmenic (i.e. not isolated) failure of such Cooling Equipment. 8.4 Unless mutually agreed by the Parties (as per the Order Process of Clause 3 above), the Customer is not obliged to accept any incomplete delivery or delivery in excess of the amounts stated in the Order and may reject the delivery of an Order for non-conformity in any lot or instalment delivered and performed hereunder, including, without limitation, failure of Supplier to deliver the Cooling Equipment when due, delivery of defective or otherwise non-conforming Cooling Equipment, or delivery of an insufficient quantity of Cooling Equipment. 8.5 In case of rejection of Cooling Equipment as per Clause 8.3., the Customer may require from the Supplier, at the Supplier’s expense: (a) to promptly repair any or all rejected Cooling Equipment. In such case, the Supplier warrants that the repaired Cooling Equipment will meet the performance criteria and specifications agreed as provided in clause 4. (b) In case the Supplier cannot repair the rejected Cooling Equipment, those will be replaced by the Supplier with new Cooling Equipment that will meet the performance criteria and specifications agreed as provided in clause 4. (c) In case the Supplier cannot repair or replace any or all of the rejected equipment, Supplier will refund the price of any or all rejected Cooling Equipment (if such price was actually paid) and all rejected Cooling Equipment will be held for the Supplier’s prompt instruction and at the Supplier’s risk and expense. 8.6 The risk in the Cooling Equipment shall pass from the Supplier to the Customer in accordance with the relevant Incoterms 2010 as set out in the Order. Except where expressly provided to the contrary, ownership shall pass to the Customer upon acceptance as per Clause 8.3. above.

Delivery and Packaging. 8.1 Time ‌ 7.1 The machinery, spare parts and equipment indicated in Enclosure No.1 shall be delivered by the Seller to the Buyer appropriately packed. Said packaging is made of treated wood, that is, treated according to regulation ISPM-15 FAO, where this is required by the laws in force in the country where the place of destination of the essence goods is situated. It being understood that the packaging provided by the Seller is suitable for a period of storage/transit not exceeding 60 days. Provided that the Buyer advises the Seller sufficiently in advance that the delivery goods may be in storage/transit for a period exceeding 60 days, then the Seller may supply the Buyer, at the latter’s expense, with different packaging. By way of all Orders and Supplier partial exception to the above terms, the Seller shall be held accountable entitled - at its sole discretion - not to supply any packaging for any delay in goods transported by container. 7.2 It is understood that all risks shall pass to the supply of the Cooling Equipment. The Supplier shall arrange delivery of the Cooling Equipment Buyer in accordance with the Customeragreed delivery term (Incoterm). With each shipment the Seller shall send the Buyer a copy of the invoices and a packing list. Should the agreed Incoterm provide that the Buyer withdraw the goods from the Seller’s Order and premises, the provisions Buyer hereby undertakes to ensure that all the means of this Agreement and transportation that arrive for pick-up shall promptly advise be provided with the Customer of any delay or anticipated delay in delivery or performance. 8.2 The Supplier shall ensure that: pickup code (a) all packing and packaging complies with good commercial practice and applicable transport regulations; (b) delivery will be made as specified and agreed “Pickup Authorisation”), communicated by the Parties (as per Seller at least 5 days before the Order rules of Clause 3 above); (c) all Cooling Equipment are suitably coded for pricing and inventory tracking, according to Customer’s requirements and shall be labelled in accordance with all applicable laws and regulations relating to the transport of goods; and (d) upon request by the Customer, a Supplier’s certificate of conformity shall be included with each shipment certifying that the Cooling Equipment included in the shipment have been inspected and comply with the requirements of Clause 4 of this Agreement as well as with all other obligations actual loading of the Supplier under this Agreement. 8.3 Delivery shall not be deemed complete until the Cooling Equipment has been received and accepted by the Customercargo. The Customer has Pickup Authorisation shall enable the right Buyer to reject any Cooling Equipment for any obvious or latent defect after it has become apparent. This right may be exercised with respect to any obvious defect within a period of 15 business days after load the Cooling Equipment is received by the Customer and with respect to any latent defect within a period of 15 business days after it has become apparent. If such period lapses without the Customer having rejected the Cooling Equipment, this will be deemed to have been finally and irrevocably accepted. It is hereby clarified tha the meaning of “latent” defect mentioned above is restricted to defects which: a) become apparent within a period of one calendar year from the day the Cooling Equipment is received by the Customer; and b) is due to epidmenic (i.e. not isolated) failure of such Cooling Equipment. 8.4 Unless mutually agreed by the Parties (as per the Order Process of Clause 3 above), the Customer is not obliged to accept any incomplete delivery or delivery in excess of the amounts stated in the Order and may reject the delivery of an Order for non-conformity in any lot or instalment delivered and performed hereunder, including, without limitation, failure of Supplier to deliver the Cooling Equipment when due, delivery of defective or otherwise non-conforming Cooling Equipment, or delivery of an insufficient quantity of Cooling Equipment. 8.5 In case of rejection of Cooling Equipment as per Clause 8.3., the Customer may require from the Supplier, at the Supplier’s expense: (a) to promptly repair any or all rejected Cooling Equipment. In such case, the Supplier warrants that the repaired Cooling Equipment will meet the performance criteria and specifications agreed as provided in clause 4. (b) In case the Supplier cannot repair the rejected Cooling Equipment, those will be replaced by the Supplier with new Cooling Equipment that will meet the performance criteria and specifications agreed as provided in clause 4. (c) In case the Supplier cannot repair or replace any or all of the rejected equipment, Supplier will refund the price of any or all rejected Cooling Equipment (if such price was actually paid) and all rejected Cooling Equipment will be held for the Supplier’s prompt instruction and at the Supplier’s risk and expense. 8.6 The risk in the Cooling Equipment shall pass from the Supplier to the Customer cargo in accordance with the relevant Incoterms 2010 as set out loading plan (i.e. at the address, at the gate, on the day, with the appropriate means of transportation and with the documents indicated therein). In the absence of the Pickup Authorisation, the Seller shall not be required to deliver the goods and the Buyer shall not be entitled to withdraw them, without prejudice to the latter’s contractual obligations (furthermore, with the Buyer being liable for every detrimental consequence arising from the lack of the aforementioned code and/or the failed or delayed delivery of goods). 7.3 The material support in respect of the Engineering and of the Know-how of the Seller shall be delivered directly to the Buyer, which shall provide a written receipt therefor, or it may be delivered by registered post or by courier. 7.4 In the event that the parties agree that the goods which are the subject matter of this Contract are to be delivered with insurance being arranged by the Seller and at the latter’s expense, then in the Order. Except where expressly provided event of any damage being caused to the contrarygoods, ownership shall pass the Buyer is obliged to do the following, failing which it will lose any and all rights to damages: a. immediately advise the insurers of any notices or information relating to the Customer upon acceptance as per Clause 8.3occurrence/damage; b. recover the insured goods and keep them safe; c. safeguard and keep any claims against third parties alive, duly taking all necessary steps, under its own initiative. aboveWith regard to any such event, the Buyer must also comply specifically with the terms of the Enclosures to this Contract.