Delivery, Risk and Title Sample Clauses
The 'Delivery, Risk and Title' clause defines when and how goods are delivered, and specifies the point at which risk and ownership of the goods transfer from the seller to the buyer. Typically, this clause outlines the delivery method, location, and timing, and clarifies whether risk passes upon shipment, delivery, or another agreed event. For example, it may state that risk transfers when goods are handed to the carrier, while title passes only upon full payment. Its core function is to allocate responsibility for loss or damage and to prevent disputes by clearly establishing when the buyer assumes risk and ownership.
Delivery, Risk and Title. 5.1 ▇▇▇▇▇ shall use commercially reasonable efforts to meet the agreed delivery or performance date. If ▇▇▇▇▇ is, or is likely to be, unable to meet the delivery or performance date, ▇▇▇▇▇ will promptly give Client written notice of the relevant circumstances together with a date upon which ▇▇▇▇▇ reasonably expects to be able to deliver the Products or to perform the Services. ▇▇▇▇▇ shall not be liable in any way for any loss or damage sustained by Client as a result of ▇▇▇▇▇’▇ failure to make delivery of the Products or performance of the Services on or before the agreed delivery date, nor will such failure constitute a breach of the Agreement.
5.2 Delivery of Hardware Products is subject to the Incoterms of the International Chamber of Commerce which are in force at the relevant delivery date. Unless a specific other Incoterm and destination is agreed, ▇▇▇▇▇ will deliver the Products within the Netherlands CARRIAGE PAID TO (CPT) named place of destination (as set out in the Agreement) and outside the Netherlands EX WORKS (EXW) De Lier.
5.3 ▇▇▇▇▇ will deliver the Software Product to Client by the delivery date specified in the Agreement in accordance with the delivery method set forth therein. The Software Product will be deemed irrevocably accepted upon delivery, unless the Agreement specifies that acceptance shall take place in accordance with a mutually agreed acceptance procedure.
5.4 Title to Hardware Products shall pass to Client only after full payment of all amounts which ▇▇▇▇▇ is entitled to claim from Client for the Products and Services delivered to Client pursuant to this Agreement as well as all amounts that Client is due to ▇▇▇▇▇ for being in default of observing any payment term or any other term in the Agreement.
5.5 Hardware Products delivered by ▇▇▇▇▇ under retention of title may only be resold by Client within the scope of its normal business activities. Client is obliged to ensure that the Hardware Products remain or are rendered identifiable. Should Client be in default or should there be good reason to suspect that Client may default on any of its obligations, ▇▇▇▇▇ will be entitled to remove the Hardware Products belonging to it from Client’s possession or from the possession of a third party holding the Products on behalf of Client, at Client’s expense.
5.6 Client undertakes to insure and keep insured against loss, damage and theft all the Hardware Products delivered under retention of title and to make the insurance policy availab...
Delivery, Risk and Title. 9.1 The Supplier is responsible for the Delivery and all costs (including insurance) associated with the Delivery of the Deliverables. On Delivery, all Goods must be clearly marked or identified as the property of Watercare.
9.2 Subject to Watercare's right to reject or return any Goods, title to and property in the Goods free from any encumbrances or security interests immediately passes to Watercare on the earlier of payment in accordance with clause 5.2 or Delivery.
9.3 Risk in the Goods remains with the Supplier until Delivery to Watercare.
Delivery, Risk and Title. 9.1 All Products sold to the Buyer under this Agreement are on an “EXW (Warehouse)” basis and the provisions of the Incoterms 2010 shall apply (save to the extent inconsistent with this Agreement, in which case the terms of this Agreement shall prevail to the extent of such inconsistency).
9.2 The Supplier shall notify the Buyer as soon as reasonably practicable in the event that any Lot of Products (or part thereof) will be delivered before or after the Delivery Date.
9.3 If the Supplier delivers any Lot of Products (or part thereof) after the Delivery Date, and the delay in the delivery:
9.3.1 is not in any way attributable to any Operational Constraints and/or Force Majeure Event affecting the Supplier and/or the relevant Factory; and
9.3.2 results in the Buyer having to arrange for expedited delivery to any customer(s) of the Buyer in order to avoid a breach of any agreement between the Buyer and such customer in relation to such Lot of Products (or part thereof), the Parties will separately discuss and agree, on a case by case basis, on the apportionment of any such costs incurred for the expedited delivery.
9.4 Without prejudice to Clause 9.3, if the Supplier delivers any Lot of Products (or part thereof) after the Delivery Date, and the delay in the delivery:
9.4.1 arises from any event which is within the reasonable control of both Parties; and
9.4.2 results in any customer(s) of the Buyer bringing a claim against the Buyer for loss or damage suffered by such customer as a result of the Buyer being in breach of the agreement between the Buyer and such customer in relation to the late delivery of such Lot of Products (or part thereof), the Parties shall discuss in good faith the measures to be taken to resolve such claim, and in the event that the Buyer is held liable to compensate such customer, both Parties shall bear in equal proportions the amount which the Buyer is held liable to compensate the customer. The Buyer shall provide the Supplier with satisfactory documentary evidence of the relevant facts referred to above.
9.5 The remedies in Clauses 9.3 and 9.4 constitute the sole and exclusive remedies of the Buyer in the event of any delay in the delivery of any Lot of Products (or part thereof) by the Supplier.
9.6 The risk in and title to the Products delivered shall pass to the Buyer:
9.6.1 if the Buyer inspects the Products pursuant to Clause 11.1, upon completion of such inspection (save that the risk and title to any such Product shall not...
Delivery, Risk and Title. 9.1 The Supplier is responsible for the Delivery and all costs (including insurance) associated with the Delivery of the Deliverables. On Delivery, all Goods must be clearly marked or identified as the property of WSL.
9.2 Subject to WSL's right to reject or return any Goods, title to and property in the Goods free from any encumbrances or security interests immediately passes to WSL on the earlier of payment in accordance with clause 5.2 or Delivery.
9.3 Risk in the Goods remains with the Supplier until Delivery to ▇▇▇.
Delivery, Risk and Title. The place and the date of the delivery of the TYRES shall be specified in the ORDER CONFIRMATION. The CUSTOMER must examine the TYRES delivered at the PARTNER’s shop. If the CUSTOMER discovers that the features of the TYRES delivered do not match the features described in the MOBOX PACKAGE OFFER, he/she must promptly inform MOBOX by sending an e-mail to the following address: ▇▇▇▇▇▇▇.▇▇@▇▇▇▇▇▇▇.▇▇ The transfer of the risk to the CUSTOMER will occur upon receipt of the TYRES at the PARTNER’s shop.
Delivery, Risk and Title. 5.1 Delivery of the Hardware Products is subject to the Incoterms of the International Chamber of Commerce which are in force at the relevant delivery date. Unless a specific other Incoterm and destination is agreed, Supplier shall deliver the Product(s) "DDP", as defined in the latest version of the international commercial terms (Incoterms) of the International Chamber of Commerce (ICC) to ▇▇▇▇▇'▇ designated destination.
5.2 Title to Hardware Product(s) shall pass to ▇▇▇▇▇ upon delivery or payment, whichever is earlier.
5.3 Supplier shall deliver the Products and perform the Services in accordance with any delivery or performance date or timeline specified in the Agreement. Where the relevant Agreement does not specify any such date or timeline, Supplier shall deliver such Product or perform such Services as soon as possible but in any event, within a reasonable period of time. If Supplier fails to meet a delivery or performance date or timeline, it will be in default without any notice of default being required.
5.4 If Supplier is, or is likely to be, unable to meet any delivery or performance date or timeline, Supplier will promptly give ▇▇▇▇▇ written notice of the relevant circumstances together with a date upon which Supplier reasonably expects to be able to deliver the Products or perform the Services.
5.5 In case Supplier fails to deliver the Products and perform the Services in accordance with the delivery date or performance date or timeline, as specified in the Agreement, ▇▇▇▇▇ will be entitled to liquidated damages amounting to 1% (one percent) of the Price for the delayed Products or Services for each day of delay, without prejudice to ▇▇▇▇▇'▇ other rights and remedies under the Agreement or at law.
5.6 ▇▇▇▇▇ may postpone or suspend delivery of the Products or performance of the Services for a reasonable period of time by providing Supplier with a written notice to that effect. ▇▇▇▇▇’▇ written notice shall indicate the amount of time for which the term is being extended. Supplier will receive a reasonable reimbursement for its actual costs as a result of such delay or suspension.
Delivery, Risk and Title. 3.1 Submer agrees to supply the Products, Services and Projects in accordance with these Terms and Conditions and in consideration of payment of the Purchase Price by the Client.
3.2 Unless specified otherwise, it will be presumed that delivery of Submer Products will occur Ex Works at a warehouse or address of Submer’s choosing. In case the Client fails to collect the Products within ten (10) Business Days from Delivery Date at the Delivery Point, Submer will invoice the Client three (3) Euro per Euro- pallet per day of storage fees.
3.3 If delivery of Submer Products does not occur Ex Works and Submer is to arrange the shipping, Submer will invoice the Client a handling fee of one hundred and fifty (150) Euro, or a five percent (5%) of the Purchase Price, whichever the highest. All shipping charges shall be pre-approved by the Client in writing based on estimated shipping charges provided by Submer. The Client will reimburse pre-approved shipping charges invoiced by Submer within fifteen (15) days of such invoice. The Client agrees that any additional shipping charges such as, but not limited to, additional storage in transit fees resulting from Client’s lack of capability to receive Submer’s shipping, will also be subject to reimbursement by the Client to Submer.
Delivery, Risk and Title. 5.1 The Work shall be executed in accordance with the agreed time schedule set forth in the Order. Timely performance by Frequentis Comsoft GmbH is conditional upon timely fulfilment of Buyer’s obligations set forth in the Order (such as e.g. but not limited to those described in “CFI” – Customer Furnished Items), including the provision of all items, documents and approvals to be furnished by Buyer in accordance with the Offer, including any documents necessary for shipment, official permits to have the System supplied, if any, and the services rendered and observance of the terms of payment.
5.2 Shipping and delivery terms shall be FCA (Free Carrier) Karlsruhe, according to INCOTERMS 2020.
5.3 Due to the current unpredictable situation on the energy and raw material market, as well as on the effects of global pandemics, both Parties acknowledge that Frequentis Comsoft GmbH may become affected by any of its impacts and there may occur difficulties in the performance of Frequentis Comsoft GmbH’s obligations. Given the fact that committed procurement lead times are currently extraordinary long and/or turn out to be not reliable respectively change quick on short notice, any deliveries by Frequentis Comsoft GmbH that are subject to receiving supplies on time by Frequentis Comsoft GmbH itself are at risk. Additionally, even with due diligence and careful planning, Frequentis Comsoft GmbH might be affected by restrictions or suspensions of energy supplies. For the aforesaid reasons, Frequentis Comsoft GmbH reserves the right to postpone deliveries or the performance of service without being considered as being in breach of these General Provisions and/or liable for any damages, including liquidated damages (penalties) or any additional costs incurred. In such event, Frequentis Comsoft GmbH shall inform the Buyer accordingly without undue delay, stating the relevant reasons, and - to the extent practicable or foreseeable at that time - announce a new date for delivery or performance of services.
5.4 Risk of loss or damage shall be transferred to Buyer according to the agreed INCOTERMS. Title to the Work shall pass upon payment of the full price.
5.5 A delay occurs, if the agreed milestone for shipment is exceeded. In the event a delay is solely attributable to Frequentis Comsoft GmbH, Buyer may claim liquidated damages, provided he has suffered damage due to such delay. The liquidated damages shall be calculated from the purchase price of that part of the Syste...
Delivery, Risk and Title. 6.1 The Supplier is responsible for the delivery and all costs associated with the delivery of the Goods to the Company's premises or such other location that is specified in the Purchase Order.
6.2 Title to and property in the Goods immediately passes to the Company upon payment or delivery, whichever occurs first, and the Goods must be appropriately marked and identified as the property of the Company.
6.3 Risk in the Goods remains with the Supplier until the Company has accepted the Goods in accordance with clause 4 unless otherwise stated in the Purchase Order.
Delivery, Risk and Title. The Goods shall be delivered to the facility referenced in the PO. Title and risk of loss or damage to the Goods shall pass from Seller to Buyer in accordance with the applicable Incoterm specified in the PO and per the version of such Incoterms in effect on such date. Shipping and delivery charges shall be made in accordance with the Incoterm specified in the PO and per the version of such Incoterms in effect on such date. Shipping and delivery charges shall be made in accordance with the Incoterm stated in the PO and per the version of such Incoterms in effect on such date. All shipments on which freight charges are due must be prepaid. Collect shipments will not be accepted. Buyer’s PO number must appear on the outside of each package and on all packing slips, invoices, and associated paperwork. A packing slip must be included with each shipment.