Common use of Delivery and Performance Clause in Contracts

Delivery and Performance. 2.1. Delivery of the Goods and Performance of the Services shall be made within the time period, at the location and in the quantity and quality specified in the Purchase Order. The obligation of the Supplier shall only be considered duly fulfilled, if it has been done fully in compliance with the abovewritten. An Order is exclusively valid for delivery within the timeframe and in the quantity specified in the Order, any alterations thereof may only be done with prior express written consent by VIDEOTON. 2.2. If no time for delivery or performance is specified in this Purchase Order, the time for delivery or performance shall be at the times and in the amount requested in a release or delivery or performance schedule furnished by VIDEOTON. 2.3. ▇▇▇▇▇▇▇▇ does not accept any premature or ahead-of-time delivery of any Goods or Services ordered if it is not agreed previously in writing and if the time of delivery departs from the originally agreed schedule / timing of delivery. 2.4. If Supplier fails to or does not adequately fulfil any of Supplier's obligations pursuant to this Purchase Order, VIDEOTON may at its own discretion decide to extend additional time for Supplier to fulfill such obligations, exercise its rights set forth in points 4.3 or 7 herein, or terminate the Purchase Order, unless the parties provide otherwise in writing. 2.5. VIDEOTON shall only pay for any Goods delivered by Supplier in excess of the amount specified in this Purchase Order if it agreed to the excess amount in writing prior to delivery. 2.6. Any signature by or on behalf of VIDEOTON on any delivery note of Supplier shall not signify acceptance of the quantity and/or quality of the Goods. 2.7. If at any time Supplier has reason to believe that deliveries or performance of any of the Goods will not be made as scheduled, it shall immediately give VIDEOTON written notice setting forth the cause or causes of the anticipated delay. Such notice shall not relieve Supplier of its obligations with respect to the agreed time of delivery or performance. 2.8. If the Goods are specifically manufactured for VIDEOTON and are not available in commercial trade elsewhere than Supplier shall be prepared – upon termination of its contractual relationship with VIDEOTON – to agree and negotiate with VIDEOTON an arrangement that secures the provision of the Goods concerned upon such request from VIDEOTON for a period of 10 years after the cessation / termination of the contractual relationship.

Delivery and Performance. 2.16.1. Delivery of You shall supply the Goods or Services on time to WARNER and Performance the use of the Services shall be made within the time period, at the location and or re-sale by WARNER in the quantity and quality specified in the Purchase Order. The obligation of the Supplier shall only be considered duly fulfilled, if it has been done fully in compliance accordance with the abovewritten. An Order is exclusively valid for delivery within the timeframe and in the quantity specified in the Order, any alterations thereof may only be done with prior express written consent by VIDEOTON. 2.2. If no time for delivery or performance is specified in this a Purchase Order, the Special Conditions or as WARNER may advise you by reasonable written notice from time for delivery or performance to time. You agree that timing shall be at of the essence for all times and stated in these Conditions or communicated to you by ▇▇▇▇▇▇ for the amount requested in a release delivery of Goods or delivery or the performance schedule furnished by VIDEOTONof the Services. 2.36.2. ▇▇▇▇▇▇ has the right to inspect the ordered Goods upon manufacture, production, transformation or storage. 6.3. If ▇▇▇▇▇▇ does has reasonable grounds to believe that you will not accept any premature or ahead-of-time be able to comply with the Conditions, ▇▇▇▇▇▇ may request additional warranties from you. 6.4. ▇▇▇▇▇▇ reserves the right to provide you with reasonable notice to adjust the rate of delivery of any the Goods or the time at which the Services will be performed. No costs will be charged to WARNER as result of such adjustment, unless upon written approval by ▇▇▇▇▇▇. 6.5. You shall not provide delivery of the Goods or Services ordered before the agreed delivery date without ▇▇▇▇▇▇’▇ prior written agreement. Such agreed early delivery shall not modify the agreed payment terms. 6.6. You shall notify WARNER immediately if it there is not agreed previously likely to be a delay in writing and if the delivery of the Goods or the time at which the Services will be performed, stating the estimated period of delivery departs from the originally agreed schedule / timing of deliverydelay. 2.46.7. If Supplier fails WARNER reserves the right to cancel any Purchase Order it has placed for Goods or does Services if they are not adequately fulfil any of Supplier's obligations pursuant to this Purchase Order, VIDEOTON may at its own discretion decide to extend additional delivered or performed by the date and time for Supplier to fulfill such obligations, exercise its rights set forth specified in points 4.3 or 7 herein, or terminate the Purchase OrderOrder without incurring any liability to the Supplier, unless but ▇▇▇▇▇▇ agrees to pay the parties provide otherwise in writing. 2.5. VIDEOTON shall only pay price for any Goods delivered by Supplier in excess of or Services already supplied or performed that comply with the amount specified in this Purchase Order if it agreed such partial supply or performance is of use to WARNER. This right to cancel is in addition to any other rights WARNER may have. 6.8. You shall transport the Goods to the excess amount in writing prior to delivery. 2.6. Any signature by delivery address stated on the Purchase Order or on behalf of VIDEOTON on any delivery note of Supplier shall not signify acceptance of the quantity and/or quality of the Goods. 2.7. If Special Conditions at any time Supplier has reason to believe that deliveries or performance of any of the Goods will not be made as scheduledyour cost, it shall immediately give VIDEOTON unless ▇▇▇▇▇▇ provides written notice setting forth the cause or causes of the anticipated delayagreeing to an amendment. Such notice shall not relieve Supplier of its obligations with respect to the agreed time of delivery or performance. 2.8. If You must ensure that all Goods and any packaging containing the Goods are specifically manufactured clearly marked with WARNER’s order number, details of contents (including quantity and description), and your name, together with any other information WARNER may have requested or is required by applicable law, including but not limited to tracking requirements. Goods must also comply with any labelling instructions and identifications stated in the Purchase Order or otherwise communicated to you by ▇▇▇▇▇▇. 6.9. You shall attend the address stated on the Purchase Order or the Special Conditions at your cost for VIDEOTON and are not available in commercial trade elsewhere than Supplier shall be prepared – upon termination of its contractual relationship with VIDEOTON – to agree and negotiate with VIDEOTON an arrangement that secures the provision of the Services. 6.10. ▇▇▇▇▇▇ shall have the right from time to time to conduct delivery audits and inspections on the Goods concerned upon such request from VIDEOTON for a period of 10 years after the cessation / termination of the contractual relationshipthat you provide.

Delivery and Performance. 2.16.1. Delivery Time shall be of the Goods and Performance essence for performance to the date(s) set out in the Order or Delivery Schedule. 6.2. Unless specific instructions are given in respect of the Order, Supplier shall not deliver, manufacture or procure any Goods or materials or perform any Services shall be made within the time periodexcept as authorized, at the location and as relevant, in the quantity and quality specified in Spot Order or Service Order or JCB’s written Delivery Schedules furnished by JCB to Supplier which refer to the Purchase Order, as relevant. The obligation of the Supplier JCB shall only be considered duly fulfilledhave no responsibility for Goods, if it has been done fully materials or Services not covered in compliance with the abovewritten. An a Spot Order is exclusively valid for delivery within the timeframe and or Service Order or in the quantity specified in the Order, any alterations thereof may only be done with prior express written consent by VIDEOTON. 2.2. If no time for delivery or performance is specified in this JCB's Delivery Schedules relevant to a Purchase Order, as relevant, and shall not be bound by any estimate of quantities or dates or frequency of delivery whether given in the time for delivery Order or performance otherwise. 6.3. Goods shall be delivered (or if agreed by JCB, collected) not earlier or later than the times (which shall be of the essence of the Contract) and at the times and places stated in the amount requested in Spot Order or JCB's Delivery Schedules which relate to a release or delivery or performance schedule furnished by VIDEOTONPurchase Order. 2.36.4. ▇▇▇▇▇▇▇▇ does not accept any premature or ahead-of-time delivery Supplier shall promptly advise of any Goods difficulty or Services ordered if it is not agreed previously delay actual or expected in writing performance of Orders and if its proposed remedial action, without prejudice to any other of its obligations under the time of delivery departs from the originally agreed schedule / timing of deliveryContract. 2.46.5. If JCB fails to meet any of the stated conditions upon which Supplier’s performance under the Contract is based, such failure(s) shall excuse Supplier from fulfilling its performance only to the extent, if any, that such failure(s) actually prevents Supplier from achieving any part of its performance, and shall not otherwise excuse Supplier from completely fulfilling its performance and Supplier shall use reasonable endeavours to mitigate any effects of JCB failure(s). 6.6. If Supplier fails to or does not adequately fulfil meet any of Supplier's obligations pursuant the stated conditions upon which JCBs requirements under the Contract is based, JCB shall reserve the right to this Purchase Ordersecure Goods and/or Services from another supplier without any repercussion, VIDEOTON may to ensure JCB production is not interrupted and Supplier shall be required to compensate JCB to the maximum extent allowable by law of any costs; including but not limited to; freight, increased material charge, surcharges, premium and labor. Supplier shall ensure it puts forth good faith efforts in preventing further risks. 6.7. Supplier shall, at its own discretion decide expense, provide all necessary assistance, information and drawings to extend additional time for Supplier to fulfill such obligationsenable the successful installation, exercise its rights set forth in points 4.3 operation and maintenance of the Goods or 7 herein, or terminate use of the Purchase Order, unless the parties provide otherwise in writingdeliverables of any Services. 2.56.8. VIDEOTON The Goods shall only pay be adequately packed and protected against damage or deterioration in transit or storage and Supplier will otherwise comply with all arrangements for any Goods packaging as may be in the JCB Requirements. For parts delivered by Supplier in excess of for aftermarket purposes, JCB part numbers are required to be visible on individual part packaging or on the amount specified in this Purchase Order if it agreed to the excess amount in writing prior to deliveryparts themselves. 2.66.9. Any signature Each delivery shall also be accompanied by or on behalf of VIDEOTON on any an advice note which shall contain JCB's order number, part number and the description, quantity and delivery note of Supplier shall not signify acceptance of the quantity and/or quality location of the Goods. 2.76.10. If JCB requires special arrangements to be made because of failure by Supplier to make deliveries in accordance with the Spot Order or Delivery Schedule or to perform Services in accordance with any Service Order, as relevant, Supplier shall conform to such requirements at its own expense. Supplier shall also be responsible for any time expenses incurred to deliver any incorrectly delivered items to the correct delivery location and to return any items delivered in excess of the quantities specified in the Spot Order or any Delivery Schedules. 6.11. JCB shall have no responsibility for packing materials or cases except as agreed in writing between the parties. 6.12. Supplier has reason shall (a) co-operate with JCB in all matters relating to believe the supply of Goods and/or Services; (b) observe, and ensure that deliveries all employees, agents and subcontractors which it engages in relation to the supply of Goods and/or Services observe all rules and regulations and any other requirements that apply at JCB’s premises (including but not limited to health and safety and security) and JCB reserves the right to refuse to such persons access to JCB’s premises, which shall only be given to the extent necessary for the delivery of the Goods or the performance of any other obligation connected to the supply of the Goods will not be made as scheduled, it shall immediately give VIDEOTON written notice setting forth and/or the cause or causes performance of the anticipated delay. Such notice shall not relieve Services; (c) if Supplier of its obligations is accessing JCB’s premises when performing the Services, carry out an appropriate risk assessment to evaluate the health and safety risks associated with respect to the agreed time of delivery or performance. 2.8. If the Goods are specifically manufactured for VIDEOTON and are not available in commercial trade elsewhere than Supplier shall be prepared – upon termination of its contractual relationship with VIDEOTON – to agree and negotiate with VIDEOTON an arrangement that secures the provision of the Goods concerned upon any such request from VIDEOTON Services; and (d) obtain and at all times maintain all licences and consents necessary for a period of 10 years after the cessation / termination its performance of the contractual relationshipContract. 6.13. Supplier will provide country of origin declarations in relation to Goods to JCB (and/or the nominated aftermarket division of the JCB group of companies) upon request. These declarations will be in the format required and will cover all Goods supplied to all JCB group companies. Additionally, Supplier will provide updated declarations as required throughout the year where parts have been re-sourced from a different country to that originally declared, or at the time that any additional Goods are supplied. 6.14. Supplier warrants that it has good and marketable title to the items supplied by it pursuant to the Order and that the same are unencumbered and free from security interests and liens. 6.15. Supplier understands and accepts that JCB business utilizes INCOTERMS as defined by the International Trade Commission (the “ICC”) and delivery outlined on the face of the Order shall govern all shipment requirements for the Goods.

Delivery and Performance. 2.1. Delivery 6.1 Deliverables shall be delivered by the Supplier to the Location on the date(s) specified in the Purchase Order or in special conditions added below. 6.2 Deliverables shall be deemed delivered by the Supplier only on arrival of the Goods Deliverables at the Location. 6.3 If the Deliverables are to be delivered in installments the Contract must, unless otherwise agreed by Wightlink in writing, be treated as a single Contract and Performance not severable. 6.4 The Supplier shall ensure that the Deliverables shall: 6.4.1 correspond with their description and any applicable Specification; 6.4.2 be of satisfactory quality (within the meaning of the Services shall be Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made within known to the time periodSupplier by Wightlink, at the location expressly or by implication, and in this respect Wightlink relies on the quantity Supplier's skill and quality judgement; 6.4.3 where they are manufactured products, be free from defects in design, materials and workmanship and remain so for 12 months after delivery; and 6.4.4 comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the deliverables. 6.4.5 obtain and at all times maintain all licences and consents which may be required for the provision of the Deliverables; 6.4.6 observe all health and safety rules and regulations and any other security requirements that apply at any of Wightlink’s premises; 6.4.7 hold all materials, equipment and tools, drawings, specifications and data supplied by Wightlink to the Supplier in safe custody at its own risk, maintain materials in good condition until returned to Wightlink, and not dispose or use materials other than in accordance with Wightlink’s written instructions or authorisation; 6.4.8 not do or omit to do anything which may cause Wightlink to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that Wightlink may rely or act on the Deliverables; 6.5 The Deliverables shall not be delivered by or performed in instalments unless otherwise agreed in writing by Wightlink and specified in special conditions below. 6.6 Time of delivery or performance (as the case may be) is of the essence. If the Supplier fails to deliver any of the Deliverables by the date specified in the Purchase Order. The obligation , Wightlink shall (without prejudice to its other rights and remedies) be entitled at Wightlink’s sole discretion: 6.6.1 to terminate the Contract in whole or in part; 6.6.2 to refuse to accept any subsequent performance of the Deliverables which the Supplier shall only be considered duly fulfilledattempts to make; 6.6.3 to purchase the same or similar Deliverables from a supplier other than the Supplier; 6.6.4 to recover from the Supplier all costs and losses resulting to Wightlink, if including the amount by which the price payable by Wightlink to acquire those Deliverables from another supplier exceeds the price payable under the Contract and any loss of profit; 6.6.5 to require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided and/or Deliverables that it has been done fully not delivered; 6.6.6 to claim damages for any additional costs, loss or expenses incurred by Wightlink which are in compliance with any way attributable to the abovewritten. An Order is exclusively valid for delivery within the timeframe and in the quantity specified in the Order, any alterations thereof may only be done with prior express written consent by VIDEOTON. 2.2. If no time for delivery or performance is specified in this Purchase Order, the time for delivery or performance shall be at the times and in the amount requested in a release or delivery or performance schedule furnished by VIDEOTON. 2.3. ▇▇▇▇▇▇▇▇ does not accept any premature or ahead-of-time delivery of any Goods or Services ordered if it is not agreed previously in writing and if the time of delivery departs from the originally agreed schedule / timing of delivery. 2.4. If Supplier fails to or does not adequately fulfil any of Supplier's obligations pursuant failure to this Purchase Order, VIDEOTON may at its own discretion decide to extend additional time for Supplier to fulfill meet such obligations, exercise its rights set forth in points 4.3 dates; and 6.6.7 all or 7 herein, or terminate the Purchase Order, unless the parties provide otherwise in writing. 2.5. VIDEOTON shall only pay for any Goods delivered by Supplier in excess of the amount specified in this Purchase Order if it agreed to the excess amount in writing prior to delivery. 2.6. Any signature by or on behalf of VIDEOTON on any delivery note of Supplier shall not signify acceptance of the quantity and/or quality of the Goods. 2.7. If at any time Supplier has reason to believe that deliveries or performance of any of the Goods will not be made as scheduled, it shall immediately give VIDEOTON written notice setting forth the cause or causes of the anticipated delay. Such notice shall not relieve Supplier of its obligations with respect to the agreed time of delivery or performanceforegoing. 2.8. If the Goods are specifically manufactured for VIDEOTON and are not available in commercial trade elsewhere than Supplier shall be prepared – upon termination of its contractual relationship with VIDEOTON – to agree and negotiate with VIDEOTON an arrangement that secures the provision of the Goods concerned upon such request from VIDEOTON for a period of 10 years after the cessation / termination of the contractual relationship.

Delivery and Performance. 2.1. Delivery 6.1 Deliverables shall be delivered by the Supplier to the Location on the date(s) and times specified in the Purchase Order or as otherwise agreed between the parties. 6.2 Deliverables shall be deemed delivered by the Supplier only on receipt of the Goods Deliverables by an authorised representative of Wightlink at the Location. 6.3 If the Deliverables are to be delivered in installments the Contract must, unless otherwise agreed by Wightlink in writing, be treated as a single Contract and Performance not severable. 6.4 The Supplier shall ensure that the Deliverables shall: 6.4.1 correspond with their description and any applicable Specification; 6.4.2 be properly packed and secured in such manner as to enable them to reach the Location in good condition; 6.4.3 be of satisfactory quality (within the meaning of the Services Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by Wightlink, expressly or by implication, and in this respect Wightlink relies on the Supplier's skill and judgement; 6.4.4 where they are manufactured products, be free from defects in design, materials and workmanship and remain so for 12 months after delivery; and 6.4.5 comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the deliverables. 6.4.6 obtain and at all times maintain all licences and consents which may be required for the provision of the Deliverables; 6.4.7 observe all health and safety rules and regulations and any other security requirements that apply at any of Wightlink’s premises; 6.4.8 hold all materials, equipment and tools, drawings, specifications and data supplied by Wightlink to the Supplier in safe custody at its own risk, maintain materials in good condition until returned to Wightlink, and not dispose or use materials other than in accordance with Wightlink’s written instructions or authorisation; and 6.4.9 not do or omit to do anything which may cause Wightlink to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that Wightlink may rely or act on the Deliverables. 6.5 If the Supplier requires Wightlink to return any packaging material to the Supplier, this must be clearly stated on the delivery note. Any such packaging material shall be made within returned to the time period, Supplier at the location cost of the Supplier. 6.6 The Deliverables shall not be delivered by or performed in instalments unless otherwise agreed in writing by Wightlink and specified in special conditions below. 6.7 Time of delivery or performance (as the quantity and quality case may be) is of the essence. If the Supplier fails to deliver any of the Deliverables by the date specified in the Purchase Order. The obligation , Wightlink shall (without prejudice to its other rights and remedies) be entitled at Wightlink’s sole discretion: 6.7.1 to terminate the Contract in whole or in part; 6.7.2 to refuse to accept any subsequent performance of the Deliverables which the Supplier shall only be considered duly fulfilledattempts to make; 6.7.3 to purchase the same or similar Deliverables from a supplier other than the Supplier; 6.7.4 to recover from the Supplier all costs and losses resulting to Wightlink, if it has been done fully in compliance with the abovewritten. An Order is exclusively valid for delivery within the timeframe and in the quantity specified in the Order, any alterations thereof may only be done with prior express written consent by VIDEOTON. 2.2. If no time for delivery or performance is specified in this Purchase Order, the time for delivery or performance shall be at the times and in including the amount requested in by which the price payable by Wightlink to acquire those Deliverables from another supplier exceeds the price payable under the Contract and any loss of profit; 6.7.5 to require a release or delivery or performance schedule furnished by VIDEOTON. 2.3. ▇▇▇▇▇▇▇▇ does not accept any premature or ahead-of-time delivery of any Goods or Services ordered if it is not agreed previously in writing and if the time of delivery departs refund from the originally agreed schedule / timing Supplier of delivery.sums paid in advance for Deliverables that the Supplier has not provided and/or delivered; 2.4. If Supplier fails 6.7.6 to claim damages for any additional costs, loss or does not adequately fulfil expenses incurred by Wightlink which are in any of way attributable to the Supplier's obligations pursuant failure to this Purchase Order, VIDEOTON may at its own discretion decide to extend additional time for Supplier to fulfill meet such obligations, exercise its rights set forth in points 4.3 dates and timescales; and 6.7.7 all or 7 herein, or terminate the Purchase Order, unless the parties provide otherwise in writing. 2.5. VIDEOTON shall only pay for any Goods delivered by Supplier in excess of the amount specified in this Purchase Order if it agreed to the excess amount in writing prior to delivery. 2.6. Any signature by or on behalf of VIDEOTON on any delivery note of Supplier shall not signify acceptance of the quantity and/or quality of the Goods. 2.7. If at any time Supplier has reason to believe that deliveries or performance of any of the Goods will not be made as scheduled, it shall immediately give VIDEOTON written notice setting forth the cause or causes of the anticipated delay. Such notice shall not relieve Supplier of its obligations with respect to the agreed time of delivery or performanceforegoing. 2.8. If the Goods are specifically manufactured for VIDEOTON and are not available in commercial trade elsewhere than Supplier shall be prepared – upon termination of its contractual relationship with VIDEOTON – to agree and negotiate with VIDEOTON an arrangement that secures the provision of the Goods concerned upon such request from VIDEOTON for a period of 10 years after the cessation / termination of the contractual relationship.