Common use of Delivery Times Clause in Contracts

Delivery Times. 10.1 Unless otherwise stated in the Order, all dates or other times for delivery of the Product stated in the Order are estimates only, except the Seller shall use its reasonable endeavours to make delivery no later than the date or time stated, and in default of a date or time stated in the Order, the Product shall be delivered within a reasonable time after the date of the Order, time for which is not of the essence. 10.2 The Seller shall not be liable for any delay in delivery of the Product that is caused by a Force Majeure Event or the Buyer's failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Product. 10.3 The Buyer may not cancel or postpone the delivery of the Product except with the prior consent in writing of the Seller. If the Seller allows the Buyer to cancel or postpone a delivery, the Buyer shall pay the Seller all costs the Seller has incurred, and will incur, with respect to the cancellation or postponement, including all restocking charges. 10.4 It is understood and agreed between the parties that if this Agreement covers a Product that must be manufactured especially for the Buyer and such Order is suspended or terminated for any reason, the Buyer shall take delivery of and make payment for such Product as have been completed and such Product as are in process on the date notice of suspension or termination is received by the Seller. If the Buyer for any reason cannot accept delivery of‌ such specially manufactured Product, the Buyer shall make payment therefore as though delivery has been made and the Seller shall store such Product for the Buyer’s account and at the Buyer’s expense. 10.5 Subject to clause 22, in the event of a valid termination of the Agreement by the Buyer as a result of a failure by the Seller to deliver the Product, the Seller’s liability is limited to the price incurred by the Buyer in obtaining replacement product of an equivalent or similar description and quality to the Product at the lowest price such product is available in the market, less an amount equal to the Price.

Delivery Times. 10.1 Unless otherwise stated in the Order, all dates or other times for delivery of the Product stated in the Order are estimates only, except the Seller shall use its reasonable endeavours to make delivery no later than the date or time stated, and in default of a date or time stated in the Order, the Product shall be delivered within a reasonable time after the date of the Order, time for which is not of the essence. 10.2 The Seller shall not be liable for any delay in delivery of the Product that is caused by a Force Majeure Event or the Buyer's failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Product. 10.3 The Buyer may not cancel or postpone the delivery of the Product except with the prior consent in writing of the Seller. If the Seller allows the Buyer to cancel or postpone a delivery, the Buyer shall pay the Seller all costs the Seller has incurred, and will incur, with respect to the cancellation or postponement, including all restocking charges. 10.4 It is understood and agreed between the parties that if this Agreement covers a Product that must be manufactured especially for the Buyer and such Order is suspended or terminated for any reason, the Buyer shall take delivery of and make payment for such Product as have been completed and such Product as are in process on the date notice of suspension or termination is received by the Seller. If the Buyer for any reason cannot accept delivery of‌ of such specially manufactured Product, the Buyer shall make payment therefore as though delivery has been made and the Seller shall store such Product for the Buyer’s account and at the Buyer’s expense. 10.5 Subject to clause 22, in the event of a valid termination of the Agreement by the Buyer as a result of a failure by the Seller to deliver the Product, the Seller’s liability is limited to the price incurred by the Buyer in obtaining replacement product of an equivalent or similar description and quality to the Product at the lowest price such product is available in the market, less an amount equal to the Price.

Delivery Times. 10.1 Unless otherwise stated in the Order, all dates or other times for delivery Time shall be of the Product stated essence in the Order are estimates only, except the Seller shall use its reasonable endeavours to make delivery no later than the date or time stated, and in default of a date or time stated in the Order, the Product shall be delivered within a reasonable time after the date of the Order, time for which is not of the essencethis Agreement. 10.2 The Delivery Dates, unless otherwise set forth in the Logistics Appendix, shall be defined in the Order of Buyer, as acknowledged by Seller. Any changes to the mutually agreed Delivery Date are subject to the prior written approval of Buyer. The maximum Lead Times for the Parts are specified in the Logistics Appendix. 10.3 Buyer is not obligated to take the Parts into its possession before the agreed Delivery Date. 10.4 Partial deliveries are not allowed, unless expressly accepted in writing on a case by case basis by Buyer prior to the respective delivery. 10.5 If Seller cannot deliver the Parts in accordance with the agreed Lead Times and on the mutually agreed Delivery Date, then Seller shall as soon as Seller becomes or should have become aware of the delay inform Buyer thereof in writing. Such notice shall be entitled "Notice of Delay" and signed by Seller, and shall also include: (a) identification of which kind and what quantities of the Parts will be delayed; (b) the anticipated duration of delay for each kind and quantity; (c) the cause(s) of the delay; (d) the actions that Seller is taking and will take to remedy or shorten the delay; and (e) a proposal, for Buyer's approval, of a new Delivery Date for each kind and quantity of the delayed Parts, together with a clear, firm commitment to treat such new Delivery Date as contractual and to make the deliveries by such date. In order to avoid any delay in delivery, Seller shall use best efforts (such as, but not limited to, expedited freight), at the cost of Seller, to minimize the possible delay. 10.6 If Buyer does not agree with Seller's proposal for the new Delivery Date submitted in accordance with Clause 10.5 above, and in case the respective delivery of the Parts is delayed [*] or more from the agreed Delivery Date due to reasons other than an Event of Force Majeure (as set forth below in Clause 21), then Buyer shall have the right to terminate the respective delivery only without any liability to Seller. Should Buyer in any such case purchase the respective Parts from a third party supplier, then Seller shall be liable to compensate Buyer for any and all direct costs, which exceed the purchase price of the respective Parts under this Agreement, arising out of such covering purchase. In such case Buyer shall provide documentation on the details of such purchase. 10.7 If Buyer has not granted Seller with an extension to the delivery time and until Buyer exercises the right of termination under Clause 10.6 above, Buyer may at its discretion [*]. 10.8 If Seller fails to notify Buyer of the delay in accordance with Clause 10.5 above, Buyer may at its discretion require Seller to [*]. 10.9 Buyer shall not be liable for any delay obligated to show evidence to Seller in delivery respect of the Product that is caused by a Force Majeure Event or the Buyer's failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Product. 10.3 The Buyer may not cancel or postpone the delivery of the Product except with the prior consent in writing of the Seller. If the Seller allows the Buyer to cancel or postpone a delivery, the Buyer shall pay the Seller all costs the Seller has incurred, and will incur, with respect to the cancellation or postponement, including all restocking charges. 10.4 It is understood and agreed between the parties that if this Agreement covers a Product that must be manufactured especially for the Buyer and such Order is suspended or terminated for any reason, the Buyer shall take delivery of and make payment for such Product as have been completed and such Product as are in process on the date notice of suspension or termination is received by the Seller. If the Buyer for any reason cannot accept delivery of‌ such specially manufactured Product, the Buyer shall make payment therefore as though delivery has been made and the Seller shall store such Product for the Buyer’s account and at the Buyer’s expense. 10.5 Subject to clause 22, in the event of a valid termination of the Agreement by the Buyer having suffered actual damage as a result of the delay in delivery in order to [*]. Buyer shall be entitled to issue an invoice to Seller for payment of [*] or to deduct the [*] from any outstanding invoice of Seller under this Agreement; Seller shall be obligated, upon request by Buyer, to provide Buyer with a failure by the Seller to deliver the Productcredit note accordingly, the Seller’s liability is limited to the price incurred by the and/or Buyer in obtaining replacement product of an equivalent or similar description and quality to the Product at the lowest price such product is available in the market, less an amount equal to the Pricemay issue a debit note.

Delivery Times. 10.1 Unless otherwise stated in Subject to the Orderprovisions of this Clause 10, all dates or other times for delivery time shall be of the Product stated essence in the Order are estimates only, except the Seller shall use its reasonable endeavours to make delivery no later than the date or time stated, and in default of a date or time stated in the Order, the Product shall be delivered within a reasonable time after the date of the Order, time for which is not of the essencethis Agreement. 10.2 The Delivery Dates, unless otherwise set forth in the Logistics Appendix, shall be defined in the Order or Spot Order of Buyer, as acknowledged by Seller. Any changes to the mutually agreed Delivery Date are subject to the prior written approval of Buyer. The maximum Lead Times for the Parts are specified in the Logistics Appendix. 10.3 Buyer is not obligated to take the Parts into its possession before the agreed Delivery Date. 10.4 Partial deliveries are not allowed, unless expressly accepted in writing on a case by case basis by Buyer prior to the respective delivery. 10.5 If Seller cannot deliver the Parts in accordance with the agreed Lead Times and on the mutually agreed Delivery Date, then Seller shall not as soon as Seller becomes or should have become aware of the delay inform Buyer thereof in writing. Such notice shall be liable entitled "Notice of Delay" and signed by Seller, and shall also include: (a) identification of which kind and what quantities of the Parts will be delayed; (b) the anticipated duration of delay for each kind and quantity; (c) the cause(s) of the delay; (d) the actions that Seller is taking and will take to remedy or shorten the delay; and (e) a proposal, for Buyer's approval, of a new Delivery Date for each kind and quantity of the delayed Parts, together with a clear, firm commitment to treat such new Delivery Date as contractual and to make the deliveries by such date. In order to avoid any delay in delivery, Seller shall use best efforts (such as, but not limited to, expedited freight), at the cost of Seller, to minimize the possible delay. The remedies provided in this Clause 10.5 and in 10.6 shall be Buyer's sole and exclusive remedies, and Seller's sole and exclusive obligations, for any late delivery of Parts. 10.6 If Buyer does not agree with Seller's proposal for the new Delivery Date submitted in accordance with Clause 10.5 above, and if the respective delivery of the Product that Parts is caused by a delayed [*] business days or more from the agreed Delivery Date due to reasons other than an Event of Force Majeure Event or the Buyer's failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Product(as set CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 10.3 The Buyer may not cancel or postpone the delivery of the Product except with the prior consent in writing of the Seller. If the Seller allows the Buyer to cancel or postpone a delivery, the Buyer shall pay the Seller all costs the Seller has incurred, and will incur, with respect to the cancellation or postponement, including all restocking charges. 10.4 It is understood and agreed between the parties that if this Agreement covers a Product that must be manufactured especially for the Buyer and such Order is suspended or terminated for any reason, the Buyer shall take delivery of and make payment for such Product as have been completed and such Product as are in process on the date notice of suspension or termination is received by the Seller. If the Buyer for any reason cannot accept delivery of‌ such specially manufactured Product, the Buyer shall make payment therefore as though delivery has been made and the Seller shall store such Product for the Buyer’s account and at the Buyer’s expense. 10.5 Subject to clause 22, in the event of a valid termination of the Agreement by the Buyer as a result of a failure by the Seller to deliver the Product, the Seller’s liability is limited to the price incurred by the Buyer in obtaining replacement product of an equivalent or similar description and quality to the Product at the lowest price such product is available in the market, less an amount equal to the Price.